UNITED STATES
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
March 25, 2013 (March 15, 2013)
Date of report (Date of earliest event reported)
Gramercy Capital
Corp.
(Exact Name of
Registrant as Specified in Its Charter)
Maryland |
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001-32248 |
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06-1722127 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
420 Lexington Avenue |
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10170 |
New York, New York |
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(Zip Code) |
(Address of Principal Executive Offices) |
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(212) 297-1000
(Registrant’s telephone number, including
area code)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION
OR DISPOSITION OF ASSETS.
As previously reported in a Current Report
on Form 8-K dated March 19, 2013 filed by Gramercy Capital Corp. with the Securities and Exchange Commission, or the
SEC, on March 19, 2013 (but effective as of March 15, 2013), we exited the commercial real estate finance business, or “Gramercy
Finance”, and completed the sale of the collateral management and sub-special servicing agreements for our three CDOs, CDO
2005-1, CDO 2006-1 and CDO 2007-1, or the “CDOs”, to CWCapital Investments LLC, or "CWCapital", pursuant
to a Sale and Purchase Agreement dated as of January 30, 2012, or the “Sale and Purchase Agreement”, for a gross sales
price of $9.9 million and net proceeds of approximately $6.6 million in cash after expenses. Unless the context requires otherwise,
all references to “we,” “our” and “us” mean Gramercy Capital Corp., a Maryland corporation,
and one or more of its subsidiaries, including our operating partnership, GKK Capital LP. The Sale and Purchase Agreement
is more fully described in a Current Report on Form 8-K dated February 5, 2013 filed by Gramercy Capital Corp. with
the SEC on February 5, 2013 (but effective as of January 30, 2013).
On March 15, 2013, we completed the disposal
of Gramercy Finance, and transferred to CWCapital the collateral management and sub-special servicing agreements for our three
CDOs. As a result, we deconsolidated assets of $2.0 billion, including loans and lending investments, commercial mortgage-backed
securities, real estate investments, and restricted cash, and liabilities related to the assets of $2.4 billion. We also retained
subordinate bonds, preferred shares and ordinary shares, or the “Retained Interests”, which were previously eliminated
in consolidation, and which may provide us with the potential to recoup additional proceeds over the remaining life of the CDOs
based upon resolution of underlying assets within the CDOs, however, there is no guarantee that we will realize any proceeds from
our equity position, or what the timing of these proceeds may be. In addition, we expect to receive additional cash proceeds for
past CDO servicing advances when specific assets within the CDOs are liquidated. The sale marks our exit from the commercial real
estate finance business and the recognition of the investment in the Retained Interests.
FORWARD LOOKING STATEMENTS
This report contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. You can identify forward-looking statements by the use of forward-looking expressions such as
“ may, ” “ will, ” “ should, ” “ expect, ” “ believe, ” “ anticipate,
” “ estimate, ” “ intend, ” “ plan, ” “ project, ” “ continue, ”
or any negative or other variations on such expressions. Forward-looking statements include information concerning possible or
assumed future results of our operations, including any forecasts, projections, plans and objectives for future operations. Although
we believe that our plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable,
we can give no assurance that the plans, intentions or expectations will be achieved. The risks, uncertainties and contingencies
that could cause our actual results, performance or achievements to be materially different from the forward-looking statements
we make in this report include, but are not limited to, our ability to realize any future cash flow or value from our Retained
Interests in our CDOs and other factors discussed under Part II, Item 1A Risk Factors of our Annual Report on Form 10-K for fiscal
year ended December 31, 2012 and those factors that may be contained in any filing we make with the SEC, including under “Cautionary
Note Regarding Forward-Looking Information” under Part I, Item 2, and Part II, Item 1A Risk Factors of our Quarterly Reports
on Form 10-Q.
We assume no obligation to update publicly
any forward-looking statements, whether as a result of new information, future events, or otherwise. In evaluating forward-looking
statements, you should consider these risks and uncertainties, together with the other risks described from time-to-time in our
reports and documents which are filed with the SEC and you should not place undue reliance on those statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b) |
Pro Forma Financial Information. The Unaudited Pro Forma Condensed Consolidated Financial Statements of Gramercy Capital Corp. as of December 31, 2012, which give effect to disposal of Gramercy Finance and our exit from the commercial real estate finance business hereto as Exhibit 99.1 and incorporated by reference herein. |
Exhibit No. |
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Description |
99.1 |
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Unaudited Pro Forma Condensed Consolidated Financial Statements |
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.
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GRAMERCY CAPITAL CORP. |
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By: |
/s/ Jon W. Clark |
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Name: |
Jon W. Clark |
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Title: |
Chief Financial Officer |
Dated: March 25, 2013
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