-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UDvoaFuovoGlRmwe/UfsrdyZNSWfPq5+VqVi9QzsuuMI4++IQcAmni2VRDyhduni RH7iMwgLQZlOXTQHw/aaSg== 0000903112-98-000009.txt : 19980108 0000903112-98-000009.hdr.sgml : 19980108 ACCESSION NUMBER: 0000903112-98-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980107 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL TRUST CENTRAL INDEX KEY: 0000016387 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946181186 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08063 FILM NUMBER: 98502119 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE 26TH FLOOR STREET 2: STE 200 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126550220 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE 26TH FLOOR STREET 2: #200 CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K As filed with the Securities and Exchange Commission on January 7, 1998 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) December 23, 1997 CAPITAL TRUST (Exact Name of Registrant as Specified in its Charter) California 1-8063 94-6181186 (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification incorporation) No.) 605 Third Avenue, 26th Floor New York, New York 10016 (Address of Principal Executive Offices) (Zip Code) (212) 655-0220 (Registrant's Telephone Number, Including Area Code) (Former name or former address, if changed since last report) ITEM 2. Acquisition or Disposition of Assets The Registrant acquired a $62.6 million mortgage loan obligation (approximately 78% of which has been funded to date). The Registrant also acquired a $25 million real estate mezzanine loan. The Registrant also acquired in separate transactions two mortgage loan participation interests aggregating approximately $30 million. The Registrant also acquired a $22 million preferred equity interest in an enterprise that owns an operating property. These transactions are discussed below. Cortlandt Street Mortgage Loan Acquisition On December 23, 1997, the Registrant purchased with existing cash a $62.6 million mortgage loan obligation (the "Cortlandt Mortgage Loan") from Credit Suisse First Boston Corporation ("CSFB") at a premium of approximately 102%. The Cortlandt Mortgage Loan is secured by a first mortgage on an approximately 668,000 square foot office and retail property located at 22 Cortlandt Street in New York City (the "Cortlandt Property"). With the acquisition of the Cortlandt Mortgage Loan, the Registrant acquired an outstanding loan of approximately $48.6 million, representing the funded portion of the loan obligation, and assumed an obligation to make additional advances of approximately $14 million, representing the unfunded portion of the loan obligation, to fund reserves for interest, tenant improvements, and leasing commissions. The Cortlandt Mortgage Loan, which matures in January 2001, bears interest at a fixed spread over LIBOR for its term. Prepayment of the Cortlandt Mortgage Loan is permitted during the entire loan period. The Cortlandt Mortgage Loan is subject to a prepayment penalty during the first two years of the loan and carries no prepayment premium or penalty for the final year of the loan. A specified fee is due from the borrower to the Registrant upon the satisfaction of the Cortlandt Mortgage Loan. 135 East 57th Street Mezzanine Loan Acquisition On December 29, 1997, the Registrant purchased a $25 million mezzanine loan from CSFB (the "135 East 57th Mezzanine Loan") at a premium of approximately 103%. The 135 East 57th Mezzanine Loan is secured by a pledge of the ownership interests in the entities that own the approximately 412,000 square foot office and retail property located at 135 East 57th Street in New York City (the "East 57th Property"). The 135 East 57th Mezzanine Loan is additionally secured by a full payment guaranty by the principals which own the East 57th Property in the event of certain occurrences, including bankruptcy. The purchase price was funded with a combination of existing cash (25%) and financing (75%) through a repurchase obligation ("REPO") with an affiliate of CSFB which bears interest at a specified rate above LIBOR. The REPO has a one-year term that may be extended by mutual agreement. Simultaneously with the purchase of the 135 East 57th Mezzanine Loan, the Registrant entered into the following agreements: (i) an interest rate swap agreement (the "Swap") with a commercial bank pursuant to which it will receive interest at LIBOR on the notional amount of the Swap in exchange for fixed rate payments for approximately the first six years of the 135 East 57th Mezzanine Loan, and (ii) a forward interest rate cap agreement (the "Cap") pursuant to which it will receive payments should LIBOR exceed a specified threshold level on the notional amount of the Cap for approximately the final four years of the 135 East 57th Mezzanine Loan. The 135 East 57th Mezzanine Loan, which matures in September 2007, bears a fixed interest rate for the term of the loan. Prepayment of the 135 East 57th Mezzanine Loan is permitted during the entire loan period subject to yield maintenance during the first six years of the loan and without prepayment premium or penalty for the remainder of the loan term. 1325 Avenue of the Americas Participation Interest Acquisition On December 30, 1997, the Registrant acquired, with existing cash, at par from EOP Operating Limited Partnership ("EOP") approximately $20.1 million of the approximately $25.1 million pari passu interest (the "Acquired 1325 Participation Interest") in the $50.3 million loan secured principally by a second mortgage on the commercial office tower located at 1325 Avenue of the Americas in New York City which contains approximately 750,000 square feet (the "1325 Mortgage Loan"). Equity Office Properties Trust, an affiliate of the Registrant, is the general partner of EOP. The Registrant previously originated and funded the 1325 Mortgage Loan and simultaneously sold the above-mentioned approximately $25.1 million pari passu participation interest to EOP. The foregoing transactions were reported under "Item 2. Acquisition or Disposition of Assets" of the Registrant's Form 8-K Current Report, dated November 7, 1997, as filed with the Securities and Exchange Commission on November 14, 1997, and the information set forth thereunder is incorporated herein by reference. As a result of the acquisition of the Acquired 1325 Participation Interest, the Registrant's share of the 1325 Mortgage Loan is approximately $45.3 million. The Chicago Apparel Center Participation Interest Acquisition On December 31, 1997, the Registrant acquired, with existing cash, at par from Bank of America two-thirds (or $10 million) of the $15 million pari passu participation interest (the "Acquired Apparel Center Participation Interest") in the $35 million short-term second mortgage loan secured principally by The Chicago Apparel Center located in Chicago, Illinois (the "Apparel Center Mortgage Loan"). With the acquisition of the Acquired Apparel Center Participation Interest, the Registrant acquired an outstanding loan of approximately $6.6 million, representing the funded portion of the loan obligation allocated to the Acquired Apparel Center Participation Interest, and assumed an obligation to make additional advances of approximately $3.4 million, representing the unfunded portion of the loan obligation allocated to the Acquired Apparel Center Participation Interest. The Registrant previously originated and funded in part the Apparel Center Mortgage Loan and thereafter sold the above-mentioned $15 million pari passu participation interest to Bank of America. The foregoing transactions were reported under "Item 2. Acquisition or Disposition of Assets" of the Registrant's Form 8-K/A Current Report, dated August 4, 1997, as filed with the Securities and Exchange Commission on October 17, 1997 and the information set forth thereunder is incorporated herein by reference. As a result of the acquisition of the Acquired Apparel Center Participation Interest, the maximum amount of the Apparel Center Mortgage Loan obligation allocated to the Registrant is $30 million, of which approximately $20 million has been funded to date. MGM Preferred Equity Interest Acquisition Transaction On December 31, 1997, the Registrant acquired a $22 million preferred equity interest from CSFB (the "MGM Plaza Preferred Equity Interest"). The MGM Plaza Preferred Equity Interest represents a portion of the preferred equity interest in the limited liability company that owns the approximately 1.1 million square foot office and retail property known as the MGM Plaza which is located at 2501 Colorado Avenue in Santa Monica, California (the "MGM Plaza Property"). The purchase was funded with a combination of existing cash (25%) and financing (75%) through a repurchase obligation with an affiliate of CSFB bearing interest at a specified rate above LIBOR. The REPO has a one year term that may be extended every three months by mutual agreement. The MGM Plaza Preferred Equity Interest has a remaining term of 34 months and pays dividends at a specified rate over LIBOR until redemption. Early redemption of the Preferred Equity Interest is not permitted during the first four months following closing of the MGM Plaza Preferred Equity Interest acquisition transaction ("Acquisition Closing"). The MGM Plaza Preferred Equity Interest is subject to early redemption penalties for the period from the fifth through the 22nd months following Acquisition Closing and is not subject to any penalties during the last year preceding the mandatory redemption date. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of business acquired. The Registrant has determined that it is impracticable to provide the financial statements required for the operating properties underlying, respectively, the Cortlandt Mortgage Loan, the 135 East 57th Mortgage Loan and the MGM Plaza Preferred Equity Interest reported in Item 2 of this Current Report on Form 8-K. The Registrant will file the required financial statements of such underlying operating properties under the cover of an amendment to this Current Report on Form 8-K as soon as practicable, but in no event later than 60 days after the date on which this Current Report on Form 8-K was required to have been filed. The Registrant previously filed the financial statements required for the operating properties underlying the 1325 Mortgage Loan and the Apparel Center Mortgage Loan reported in Item 2 of this Current Report on Form 8-K. The required financial statements for the operating property underlying the 1325 Mortgage Loan were included under "Item 7. Supplemental Information and Exhibits" of the Registrant's Form 8-K Current Report, dated November 7, 1997, as filed with the Securities and Exchange Commission on November 14, 1997, and such financial statements included thereunder are incorporated herein by reference. The required financial statements for the operating property underlying the Apparel Center Mortgage Loan were included under "Item 7. Supplemental Information and Exhibits" of the Registrant's Form 8-K/A Current Report, dated August 4, 1997, as filed with the Securities and Exchange Commission on November 14, 1997, and were subsequently updated by the financial statements included in the definitive prospectus, dated December 10, 1997, comprising part of the Registrant's effective Registration Statement on Form S-1 (SEC File No. 333-37271), as filed with the Securities and Exchange Commission on December 11, 1997, and such financial statements included thereunder and therein are incorporated herein by reference. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits. Not Applicable. 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 (Registrant) Date: January 7, 1997 By: /s/ Edward L. Shugrue III ------------------------------- Name: Edward L. Shugrue III Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----