Attached files
| file | filename |
|---|---|
| EX-10.3 - Gramercy Property Trust Inc. | v177244_ex10-3.htm |
| EX-10.1 - Gramercy Property Trust Inc. | v177244_ex10-1.htm |
| EX-10.2 - Gramercy Property Trust Inc. | v177244_ex10-2.htm |
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
9, 2010
Date of
report (Date of earliest event reported)
Gramercy
Capital Corp.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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001-32248
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06-1722127
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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420
Lexington Avenue
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10170
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New
York, New York
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(Zip
Code)
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(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 of obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry Into a Material
Definitive Agreement.
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Restructuring
of Term Loans
On March
9, 2010, certain subsidiaries (collectively, the “Mortgage Loan
Borrowers”) of Gramercy Capital Corp. (the “Company”) entered
into a Second Amendment to Loan Agreement (the “Second Amendment”)
with Goldman Sachs Mortgage Company (“GSMC”),
successor-in-interest to Goldman Sachs Commercial Mortgage Capital, L.P.,
Citicorp North America, Inc. (“Citicorp”) and SL
Green Realty Corp. (“SLG”) in connection
with a mortgage loan originally made on April 1, 2008, as amended on August 22,
2008, which is secured by mortgages on certain properties owned or ground leased
by the Mortgage Loan Borrowers (the “Mortgage
Loan”). Pursuant to the Second Amendment, the maturity date of
the Mortgage Loan was extended to March 11, 2011 (the “Mortgage Extension
Term”). An extension fee of approximately $1.81 million was
paid by the Company to GSMC, Citicorp and SLG in connection with such
extension. In addition, LIBOR used in determining the interest rate
of the Mortgage Loan will be capped at 6.00% during the Mortgage Extension
Term. The Second Amendment also added or modified various terms of
the Mortgage Loan, including, among others, (i) a prohibition on distributions
from the Mortgage Loan Borrowers to the Company, other than to cover corporate
overhead incurred by the Company, subject to a cap of $2.5 million per quarter,
(ii) requirement of $5.0 million of available cash on deposit in a designated
account on the commencement date of the Mortgage Extension Term, (iii) lender
consent requirement with respect to leases that require tenant improvement costs
and leasing commissions in excess of $1.0 million, (iv) delivery by the Mortgage
Loan Borrowers to GSMC, Citicorp and SLG of a comprehensive long-term
business plan and restructuring proposal addressing repayment of the Mortgage
Loan within 90 days after the first day of the Mortgage Extension Term, and (v)
mandated additional monthly reporting requirements. The foregoing
descriptions of the Second Amendment is qualified in its entirety by reference
to the text of the Second Amendment, which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
On March
9, 2010, certain subsidiaries of the Company (collectively, the “Senior Mezzanine
Borrowers”) entered into an Amendment to Amended and Restated Senior
Mezzanine Loan Agreement (the “Senior Mezzanine
Amendment”) with KBS Debt Holdings, LLC (“KBS”) in connection
with a senior mezzanine loan originally made on April 1, 2008, as amended and
restated on August 22, 2008 (the “Senior Mezzanine
Loan”). Pursuant to the Senior Mezzanine Amendment, the
maturity date of the Senior Mezzanine Loan was extended to March 11, 2011 (the
“Senior Mezzanine
Extension Term”). An extension fee of approximately $3.46
million was paid by the Company to KBS in connection with such
extension. In addition, LIBOR used in determining the interest rate
of the Senior Mezzanine Loan will be capped at 2.00% during the Senior Mezzanine
Extension Term. The Senior Mezzanine Amendment also added or modified
various terms of the Senior Mezzanine Loan, including, among others, (i) a
prohibition on distributions from the Senior Mezzanine Borrowers to the Company,
other than to cover corporate overhead incurred by the Company, subject to a cap
of $2.5 million per quarter, (ii) requirement of $5.0 million of available cash
on deposit in a designated account on the commencement date of the Senior
Mezzanine Extension Term and agreement, upon request, to grant a security
interest in that account to KBS, (iii) lender consent requirement with respect
to leases that require tenant improvement costs and leasing commissions in
excess of $1.0 million, (iv) delivery by the Senior Mezzanine
Borrowers to KBS of a comprehensive long-term business plan and
restructuring proposal addressing repayment of the Senior Mezzanine Loan within
90 days after the first day of the Senior Mezzanine Extension Term, and (v)
mandated additional monthly reporting requirements. The foregoing
descriptions of the Senior Mezzanine Amendment is qualified in its entirety by
reference to the text of the Senior Mezzanine Amendment, which is attached
hereto as Exhibit 10.2 and is incorporated herein by reference.
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On March
9, 2010, GKK Stars Junior Mezz 2 LLC, a subsidiary of the Company (the “Junior Mezzanine
Borrower”) entered into an Amendment to Junior Mezzanine Loan Agreement
(the “Junior Mezzanine
Amendment”) with GSMC, Citicorp and SLG in connection with a junior
mezzanine loan originally made on April 22, 2008 (the “Junior Mezzanine
Loan”). Pursuant to the Junior Mezzanine Amendment, the
maturity date of the Junior Mezzanine Loan was extended to March 11, 2011 (the
“Junior Mezzanine
Extension Term”). An extension fee of approximately $0.69
million was paid by the Company to GSMC, Citicorp and SLG in connection with
such extension. In addition, LIBOR used in determining the interest
rate of the Junior Mezzanine Loan will be capped at 2.00% during the Junior
Mezzanine Extension Term. The Junior Mezzanine Amendment also added
or modified various terms of the Junior Mezzanine Loan, including, among
others, (i) a prohibition on distributions from the Junior Mezzanine Borrower to
the Company, other than to cover corporate overhead incurred by the Company,
subject to a cap of $2.5 million per quarter, (ii) requirement of $5.0 million
of available cash on deposit in a designated account on the commencement date of
the Junior Mezzanine Extension Term and agreement, upon request, to grant a
security interest in that account to GSMC, Citicorp and SLG, (iii) lender
consent requirement with respect to leases that require tenant improvement costs
and leasing commissions in excess of $1.0 million, (iv) delivery by the Junior
Mezzanine Borrower to GSMC, Citicorp and SLG of a comprehensive
long-term business plan and restructuring proposal addressing repayment of the
Junior Mezzanine Loan within 90 days after the first day of the Junior Mezzanine
Extension Term, and (v) mandated monthly reporting requirements. The
foregoing descriptions of the Junior Mezzanine Amendment is qualified in its
entirety by reference to the text of the Junior Mezzanine Amendment, which is
attached hereto as Exhibit 10.3 and is incorporated herein by
reference.
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Item
9.01
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Financial Statements and
Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Second
Amendment to Loan Agreement, dated as of March 9, 2010, among Goldman
Sachs Mortgage Company, Citicorp North America, Inc. and SL Green Realty
Corp., collectively, as lender, certain subsidiaries of Gramercy Capital
Corp., as borrower, Gramercy Capital Corp., as sponsor, and GKK Stars
Junior Mezz 1 LLC, as whole loan guarantor.
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10.2
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Amendment
to Amended and Restated Senior Mezzanine Loan Agreement, dated as of March
9, 2010, among KBS Debt Holdings, LLC, as lender, certain subsidiaries of
Gramercy Capital Corp., as borrower, and Gramercy Capital Corp., as
sponsor.
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10.3
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Amendment
to Junior Mezzanine Loan Agreement, dated as of March 9, 2010, among
Goldman Sachs Mortgage Company, Citicorp North America, Inc. and SL Green
Realty Corp., collectively, as lender, GKK Stars Junior Mezz 2 LLC, as
borrower, and Gramercy Capital Corp., as
sponsor.
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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.
Date: March
15, 2010
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GRAMERCY
CAPITAL CORP.
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By:
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/s/
Jon W. Clark
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Name: Jon
W. Clark
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Title:
Chief Financial Officer
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