8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2008

CAPITAL TRUST, INC.

(Exact Name of Registrant as specified in its charter)

Maryland	1-14788	94-6181186
(State or other jurisdiction      of incorporation)	(Commission File Number)	(IRS Employer         Identification No.)

410 Park Avenue, 14th Floor, New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (212) 655-0220

    N/A    

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item  7.01                Regulation FD Disclosure.

A copy of a slide presentation that Capital Trust, Inc. (the “Company”) uses at investor conferences is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Additionally, the Company has posted the slide presentation on its website at www.capitaltrust.com under the investor relations, company presentation section.

                The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01                 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	PowerPoint slide presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAPITAL TRUST, INC.

By:      /s/ Geoffrey G. Jervis

Name:     Geoffrey G. Jervis

Title:       Chief Financial Officer

Date: May 15, 2008

Exhibit Index

Exhibit Number	Description
99.1	PowerPoint slide presentation

EX-99.1

Exhibit 99.1

Company Presentation

May 2008

Disclaimer

Except for historical information contained herein, the statements in this presentation regarding the Company's business, strategy, portfolio management and results of operations are forward-looking statements that are dependent upon certain risks and uncertainties, including those related to, the availability of desirable loan and investment opportunities, the amount of available capital, the ability to obtain and maintain targeted levels of leverage, the level and volatility of interest rates and credit spreads and conditions in the property and financial markets.  Those and other risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K (Item 1 - Business).  We disclaim any duty or obligation to update the information contained herein. The information contained herein is for your convenience and general information only and nothing herein constitutes investment advice or an offer to sell or a solicitation of an offer to buy any security.

 

TABLE OF CONTENTS

I.Overview

II.Investment Strategy

III.Financial Information

Overview

OVERVIEW

I - 1

·Capital Trust

§Largest dedicated commercial real estate subordinate debt investor in the US

» Founded by Sam Zell and John Klopp in 1997

»Originated over $10 billion of investments since inception

§Unparalleled track record

»Less than 1.0% loss experience across all portfolios

§Fully integrated internal management structure

»Senior management averaging 20+ years of experience

»Expandable platform

OVERVIEW

I - 2

CT Investment Management
Co., LLC (TRS)

100%

CT Mezzanine
Partners III, Inc.

·Unique Business Model

Balance Sheet

Net Interest Margin

Investment Management

Fee Income

+

Capital Trust, Inc.

(NYSE: “CT”)

(Management Contracts)

• Investment Manager

• CDO Collateral Manager

• Special Servicer

CT Large Loan

2006, Inc.

CT High Grade

MezzanineSM

CTX Fund I,

L.P.

CT Opportunity
Partners I, LP

Board of Directors

Sam Zell

Thomas Dobrowski

Martin Edelman

Craig Hatkoff

Edward Hyman

John Klopp

Henry Nassau

Joshua Polan

Lynne Sagalyn

OVERVIEW

I - 3

·Seasoned Management Team

Capital Markets

CEO, John Klopp

CFO, Geoffrey Jervis

COO, Stephen Plavin

Finance/Accounting

Administration

CRE Investing

& Lending

CRE Underwriting

& Asset Mgt

CCO, Thomas Ruffing

PRN Capital

Healthcare Lending

·Recent Highlights

§Operating activity:

»1Q 2008 diluted net income: $0.82 per share

»1Q 2008 dividend: $0.80 per share

§Portfolio performance:

»Recorded no losses or reserves for losses during the quarter in any portfolio.At quarter end, two balance
sheet loans aggregating $22 million (0.7% of total Interest Earning Assets) were non-performing

»Received two upgrades and four downgrades on the CMBS portfolio

»Fitch Ratings upgraded two classes and affirmed all other classes of liabilities issued by CT CDO III.
Fitch attributed the rating actions to the improved credit quality and seasoning of the underlying collateral

§Capital markets:

»Raised $113 million (net proceeds) of equity capital through issuance of 4,000,000 shares of class A
common stock (3/28/08)

»Executed a one year term out of the $100 million senior unsecured facility (matures 3/09)

§Investment management:

»Completed the fourth closing of CT Opportunity Partners I, LP, bringing gross commitments to $489
million

OVERVIEW

I - 4

NYSE: CT

·Trailing 12-Month Performance

Note:

(1) Peer group includes iStar Financial Inc., Anthracite Capital Inc., Newcastle Investment Corp., Arbor Realty Trust, Gramercy Capital Corp.,
RAIT Investment Trust, NorthStar Realty Finance Corp., and JER Investors Trust Inc.

(2) Most recent regular quarterly dividend annualized.

OVERVIEW

I - 5

(2)

2Q’ 07 Div.

($0.80 per share)

4Q ’07 Div.

(Regular $0.80 per share)

(’07 Special $1.90 per share)

1Q’ 08 Div.

($0.80 per share)

3Q’ 07 Div.

($0.80 per share)

OVERVIEW

I - 6

·Growth Strategy

§Originate accretive assets for the balance sheet

§Continue to grow investment management business through the sponsorship
of additional vehicles

§Create the most efficient and stable capital structure through a diversity of
financial instruments and providers

§Expand our franchise

»Incubate and/or acquire complementary balance sheet and investment
management businesses

Near Term: Exploit opportunities created by recent market turmoil

Investment Strategy

INVESTMENT STRATEGY

II - 1

·Global Capital Markets

§Liquidity crisis and credit crunch continue from mid 2007

§Systemic de-leveraging and re-pricing of risk

»Regeneration of structured funding unresolved

§Ultimate economic impact unclear

»Global, US and regional impact differentials

Note:

(1) Source: JPMorgan High Grade Domestic Bond Index and JPMorgan High Yield Domestic Bond Index

INVESTMENT STRATEGY

II - 2

·Debt Market Impact

§Structured finance meltdown and the deteriorating economic environment have created
uncertainty and illiquidity across all debt markets

§Impact of the dislocation has been acute to the securitized commercial real estate
sector

Note:

(1) Source: JPMorgan

Conduit CMBS Spreads

Low ’07High’08

Sr. AAA (10 Yr.)22310

INVESTMENT STRATEGY

II - 3

·Market Capacity

§Securitized lenders originated +/-50% of all CRE debt in 2006/H1 2007

§Portfolio lenders (banks, insurance companies and pension funds) represent the only
active lenders in today’s market

§Current lending universe has insufficient capacity to address financing demand

Total ’08/’09

Floating(1)$38 b

Fixed56 b

$94 b

Note:

(1) Initial maturity date.

(2) Source: Bear Stearns. Includes only securitized commercial mortgage loans

INVESTMENT STRATEGY

II- 4

·The Landscape

§Today

»Dealer inventory backlogs/forced liquidations by leveraged investors

»Investor uncertainty + lack of financing = markets have not cleared

»CMBS and loan spreads have widened to historic levels

»However, not all collateral has been created equal

§Tomorrow

»Delinquencies and defaults will begin to rise

»Lower advance rates and wider spreads will pressure refinancings (even
for good properties/sponsors)

Whilethe pendulum has swung, asset selection and

underwriting will be the keys to success going forward

INVESTMENT STRATEGY

II - 5

·Market Opportunity

§Result = lenders back in the driver’s seat:

»More conservative valuations

»Lower advance rates

»Tighter loan structures

»Better pricing

§Current market provides credit driven investors with the opportunity to generate attractive
risk adjusted returns at all parts of the real estate capital structure

II - 6

INVESTMENT STRATEGY

·CT Platform

§Fully integrated platform uniquely qualified to take advantage of today’s market
opportunities:

»Broad origination/sourcing network

»Disciplined underwriting culture and process

»Deep experience with all financial products

»Capital access and structuring expertise:

§Equity Sources

§Debt Sources

§Public/Private Synergy

II - 7

INVESTMENT STRATEGY

·Asset Management

§Asset Manager for all investments since inception

»Directly manage all non securities related investments

»Approved Special Servicer (Fitch, S&P, Moody’s) to directly control loan workouts
for B Notes and first loss CMBS

»Experienced CDO collateral manager

§Proprietary technology platform

§Over $10 billion of workout experience (Victor Capital)

II - 8

INVESTMENT STRATEGY

·Risk Management Principles

§Create diversified portfolios

»Asset category, property type and geographic market

§Prudently employ leverage

»Enhance returns

»Increase the size and diversity of the portfolios

§Manage a matched book

»Control asset/liability mix (index & duration)

»Use derivative instruments to hedge interest rate exposure

§Maintain the liquidity necessary to hold and protect investments

Financial Information

CT High Grade

MezzanineSM

(0.0% owned)

(4.7% owned)

Capital Trust, Inc.

3/31/08

Assets $3,306

Liabilities $2,803

Equity$503

CT Investment

Management

Co., LLC (TRS)

(100% owned)

(Management Contracts)

III - 1

Net Interest Margin

Base and Incentive

Management Fees

FINANCIAL INFORMATION

($ millions)

(0.0% owned)

CT Large Loan

2006, Inc.

CT Mezzanine

Partners III, Inc.

Notes:

(1)Asset level pari passu participations with Capital Trust, Inc.

(2)Capital Trust, Inc.’s co-investment ($25 million) percentage is based upon total equity commitments of $389 million as of 3/31/08.

(1)

CTX Fund I,

L.P.

(0.01% owned)

(1)

CT Opportunity
Partners I, L.P.

(6.4% owned)

(2)

FINANCIAL INFORMATION

Assets

Cash

Loans

CMBS

Equity Investments

Total Return Swaps

Interest Rate Hedges (Swaps)

Other

Total Assets

Liabilities

Secured Debt

CDO Debt

Credit Facility

Junior Sub. Debentures

Participations Sold

Interest Rate Hedges (Swaps)

Other

Total Liabilities

Common Equity

3/31/08

$138,284

2,251,614

873,493

905

-

-

42,236

$3,306,482

$910,049

1,187,904

100,000

128,875

409,324

35,647

31,341

$2,803,140

$503,392

CMBS

Issues/Bonds:58/79

Face Value:  $912,339

Variable/Fixed:  20% / 80%

GAAP Yield:6.96%

WAL:6.3 years

 “Average” Rating:BB

Equity Investments$Value

Fund III                             $955

CTOPI(87)

Capitalized Costs       37

Total                                 $905

Loans

# of Loans:80

Face:$2,259,465

 Variable/Fixed:92% / 8%

GAAP Yield:6.06%

WAL:3.7 years

WALTV:67%

NOI Yield: 10%

Notes:

(1)GAAP Yield multiplied by book balance equates to GAAP income for the asset.

(2)Appraised value received at origination.

(1)

(1)

Interest Rate Hedges (Swaps)

•$511 million notional

•Pay 4.97% and receive LIBOR

(2)

III - 2

III - 3

FINANCIAL INFORMATION

·Loan Portfolio Breakdown

Notes:

(1)Capital Trust loan portfolio as of 3/31/08.

III - 4

FINANCIAL INFORMATION

·CMBS Portfolio Breakdown

Notes:

(1)Capital Trust CMBS portfolio as of 3/31/08.

Assets

Cash

Loans

CMBS

Equity Investments

Total Return Swaps

Interest Rate Hedges (Swaps)

Other

Total Assets

Liabilities

Secured Debt

CDO Debt

Credit Facility

Junior Sub. Debentures

Participations Sold

Interest Rate Hedges (Swaps)

Other

Total Liabilities

Common Equity

3/31/08

$138,284

2,251,614

873,493

905

-

-

42,236

$3,306,482

$910,049

1,187,904

100,000

128,875

409,324

35,647

31,341

$2,803,140

$503,392

FINANCIAL INFORMATION

Notes:

(1)Includes in-the-money options as of 3/31/08

III - 5

Secured Debt

•$1.6 billion of committed credit facilities

•Multiple providers (Morgan Stanley, Goldman Sachs, JPMorgan,
Bank of America, Lehman Brothers, Citigroup)

•Coupon: LIBOR + 45 bps to LIBOR + 250 bps

•GAAP Cost of Funds: 3.97%

Collateralized Debt Obligations

•Investment grade CDO Notes sold

•Non-recourse, non-mark-to-market, term and index-matched

•CDO I & II: weighted average coupon of L+0.55%, all-in cost
L+0.89%

•CDO III & IV: cash cost 4.03%, all-in cost 4.16%

•GAAP Cost of Funds:3.90%

Common Equity

•21.9 million shares outstanding(1)

•Book value per share: $23.00

•13%owned by officers & directors

Trust Preferred Securities

•$129 million of trust preferred securities sold

•CT Preferred Trust I: 30 yr. term redeemable at par on or after April
2011 - - all-in cost fixed at 7.45% to April 2016, L+2.65% thereafter

•CT Preferred Trust II: 30 yr. term redeemable at par on or after
April 2012 - all-in cost fixed at 7.14% to April 2017, L+2.25%
thereafter

•GAAP Cost of Funds:7.30%

Senior Unsecured Credit Facility

•$100 million revolving credit facility

•Cash cost: L+1.75%, all-in cost L+1.98%

CT Investment

Management

Co., LLC (TRS)

III - 6

FINANCIAL INFORMATION

·Investment Management

($ millions)

   »   $1.2 billion of assets under management

CT Mezzanine

Partners III, Inc.

3/31/08

Assets $48

Liabilities $32

Equity $16

§Inv. period expired

§$1.2B of investments

§1.42% mgmt. fee per
annum

§20% of profits after 10%
pref. return and 100%
return of capital
(62.5%/37.5%, CT/Citi)

(CT: 4.7%)

CT Large Loan

2006, Inc.

3/31/08

Assets $327

Liabilities $174
Equity $153

§Currently investing

§$325MM of equity
commitments

§0.75% mgmt. fee per
annum on total assets at
1:1 leverage

(CT: 0.0%)

(1)

CT High Grade

MezzanineSM

3/31/08

Assets$305

Liabilities---

  Equity                    $305

(CT: 0.0%)

§Currently investing

§$350MM of equity
commitments

§0.25% mgmt. fee per
annum on total assets

(Management Contracts)

(CT: 0.01%)

CTX Fund I,

L.P.

3/31/08

 Assets$500

Liabilities - ---

 Equity                         $7

(2)

(1)

CT Opportunity

Partners I, L.P.

3/31/08

Assets $111

Liabilities 111

Equity ---

(CT: 6.4%)

(3)

§Currently investing

§$389MM of equity
commitments

§1.62% mgmt. fee per
annum

§20% of profits after 9%
pref. return and 100%
return of capital

Notes:

(1)Asset level pari passu participations with Capital Trust, Inc.

(2)Represents the total notional cash exposure to CTX CDO I collateral.

(3)Capital Trust, Inc.’s co-investment ($25 million) percentage is based upon total equity commitments of $389 million as of 3/31/08.

Portfolio Net Interest Margin

Interest Income

Interest Expense

Net Interest Margin

Other Revenue

Management & Advisory Fees

Incentive Management Fees

Other

Subtotal

Other Expenses

G&A

D&A

Subtotal

Income/(Loss) from Equity Investments

Income Taxes

Net Income

Net Income per share (diluted)

Dividends per share

3/31/08

$56,554

(37,944

18,610

2,197

-

366

2,563

6,901

105

7,006

7

(599

$14,773

$0.82

$0.80

·Income Statement ($000s)

FINANCIAL INFORMATION

III - 7

3 Months Ended

)

3/31/07

$57,449

(36,100

21,349

749

962

378

2,089

6,812

1,328

8,140

(703

(254

$14,849

$0.84

$0.80

3 Months Ended

)

)

)

)

FINANCIAL INFORMATION

III - 8

·Conclusion

§Best in class management team

§Fully aligned

»Internally managed

»Significant insider ownership

§Unparalleled track record

§Unique structure:

»Balance sheet investments - net interest margin

»Assets under management - base and incentive management fees

§Expandable platform:

»Other real estate strategies

»Specialty finance/structured products