XML 69 R22.htm IDEA: XBRL DOCUMENT v2.4.0.6
Commitments and Contingencies
12 Months Ended
Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 15. Commitments and Contingencies
 
Leases
 
We have historically been party to an operating lease for our former corporate office. In conjunction with our Investment Management Business Sale in December 2012, this lease was assumed by an affiliate of Blackstone. See Pursuant to the consent granted by our former landlord, if the Blackstone affiliate defaults on the lease, we will be liable for such default. Note 1 for further discussion of our Investment Management Business Sale.
 
As of December 31, 2012, we are no longer party to any operating leases.
 
Unfunded Commitments to Investment Management Vehicles
 
As further described in Note 1, we sold our co-investments in the investment management vehicles that we have previously sponsored to Blackstone in December 2012. In conjunction with the sale, Blackstone assumed all future funding commitments under these co-investments. Accordingly, we no longer have any unfunded commitments to these investment management vehicles as of December 31, 2012.
 
CTOPI Tax Advances
 
As further discussed in Note 4, the CTOPI partnership agreement provides for advance distributions in respect of our incentive compensation to allow us to pay any income taxes owed on phantom taxable income allocated to us from the partnership. In the event the performance of CTOPI does not ultimately result in a sufficient allocation of incentive compensation to us, we would be required to return these advances to the fund.
 
Future Distribution Requirements
 
As further discussed in Note 1, we no longer consolidate CT CDO II and CT CDO IV on our balance sheet prepared in accordance with GAAP, however we do continue to consolidate these vehicles for purposes of calculating taxable income. Due to the redirection provisions of our CT CDOs, which reallocate principal and interest otherwise distributable to us to repay senior note holders, assets financed through our CT CDOs may generate current taxable income without a corresponding cash distribution to us. See Note 5 for additional discussion on these redirection provisions.
 
As further discussed in Note 3, we may be allocated phantom taxable income from CTOPI in respect of our incentive compensation. While the limited partnership agreement provides for advance incentive distributions to satisfy any related income tax obligations, to the extent our investment in CTOPI is not held through a taxable REIT subsidiary, these incentive allocations would generate current taxable income without a corresponding cash distribution to us.
 
Income Tax Audit of CTIMCO
 
Subsequent to December 31, 2012, we were notified by the Internal Revenue Service, or the IRS, of an impending examination of our federal income tax returns for the year ended 2010 of our former subsidiary, CTIMCO. When we sold CTIMCO in December 2012, we provided certain indemnifications related to its operations, and any amounts determined by the IRS to be owed by CTIMCO would ultimately be paid by us.
 
Litigation
 
In the normal course of business, we are subject to various legal proceedings and claims, the resolution of which, in our Manager’s opinion, will not have a material adverse effect on our consolidated financial position or results of operations.
 
CT CDO Representations and Warranties
 
When we formed (and reinvested) our four CT CDOs, we made certain representations and warranties with respect to Capital Trust, Inc. and the loans and securities that we contributed as collateral to these CT CDOs. In the event that these representations or warranties are proved to have been untrue at the time that the respective collateral was contributed, we may be required to repurchase certain of those loans and securities. These representations and warranties generally relate to specific corporate and asset related subjects, including, among other things, proper corporate authorization; compliance with laws and regulations; ownership of the assets; title to, lack of liens encumbering, and adequate insurance covering the underlying collateral properties; and the lack of existing loan defaults. In certain cases, we may be able to reduce the impact of any such purchase obligation through recoveries from the exercise of remedies against the institution from which we acquired the asset and received substantially the same representations and warranties.
 
Since inception, we have not been required to repurchase any assets nor have we received any notice of assertion of a potential breach of any representation or warranty. Any payment required to repurchase a loan or security could materially impact our liquidity.
 
Employment Agreements and Executive Compensation
 
As a result of the Investment Management Business Sale in December 2012, we no longer have any employees. Certain of our former employees are employed by an affiliate of Blackstone and, as a result, we do not have any employment contracts as of December 31, 2012. See Note 1 for further discussion of our Investment Management Business Sale.
 
Board of Director’s Compensation
 
As of December 31, 2012, of the eight members of our board of directors, five are entitled to an annual compensation of $75,000 each. The other three board members, including our chairman and our chief executive officer, serve as directors for no compensation. As of December 31, 2012, the annual compensation for four of our directors was paid 50% in cash and 50% in the form of deferred stock units, and for one of our directors was paid entirely in cash. In addition, the member of our board of directors that serves as the chairperson of the audit committee of our board of directors receives an annual cash compensation of $12,000. Compensation to the board of directors is payable in four equal quarterly payments.