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8-K - FORM 8-K - BLACKSTONE MORTGAGE TRUST, INC. | c13632e8vk.htm |
EX-3.1 - EXHIBIT 3.1 - BLACKSTONE MORTGAGE TRUST, INC. | c13632exv3w1.htm |
EX-4.1 - EXHIBIT 4.1 - BLACKSTONE MORTGAGE TRUST, INC. | c13632exv4w1.htm |
Exhibit 99.1
Contact: | Douglas Armer (212) 655-0220 |
Capital Trust, Inc. Adopts Tax Benefits Preservation Rights Agreement
New York, NY March 3, 2011 Capital Trust, Inc. (NYSE: CT) today announced that its Board of
Directors has adopted a tax benefits preservation rights agreement designed to preserve certain of
its tax assets (the Rights Agreement). The Rights Agreement is similar to tax benefits
preservation rights agreements adopted by other public companies that also have significant,
similar tax assets.
By adopting the Rights Agreement, Capital Trusts Board of Directors is seeking to protect Capital
Trusts ability to carry forward its net operating losses and certain other tax attributes
(collectively, the Tax Benefits). Capital Trust has experienced and may continue to experience
substantial net operating losses for federal and state income tax purposes. In general, Capital
Trust may carry forward net operating losses in certain circumstances to offset current and
future taxable income, which would reduce federal and state income tax liability.
However, if Capital Trust experiences an ownership change, as defined for purposes of Section 382
of the Internal Revenue Code of 1986, as amended, its ability to use the Tax Benefits could be
materially limited. Generally, for Capital Trust, an ownership change occurs if there is a
change in ownership of more than 50% of its common stock during any three year period. For this
purpose, determinations of ownership changes are generally limited to shareholders deemed to own 5%
or more of the Companys common stock.
Effective today, if any person or group acquires 4.9% or more of the outstanding shares of Capital
Trusts common stock (subject to certain exceptions), there would be a triggering event under the
Rights Agreement resulting in significant dilution of the ownership interest of such person or
group in Capital Trusts common stock.
As part of the Rights Agreement, Capital Trusts Board of Directors authorized a dividend of one
right for each outstanding share of Capital Trusts common stock. The rights will be distributed
to stockholders of record as of March 14, 2011, but will only be activated if triggered by the
Rights Agreement in order to effect the aforementioned dilution. Capital Trusts Board of
Directors has the discretion to exempt any acquisition of common stock from the provisions of
Rights Agreement. The Rights Agreement may be terminated by the Board at any time prior to the
rights being triggered.
The rights will expire upon the earlier of:
| the close of business on March 14, 2014; |
| the time at which these rights are redeemed or exchanged under the Rights Agreement; |
| the final adjournment of Capital Trusts 2011 annual meeting of stockholders if
stockholder approval of the Rights Agreement has not been received prior to that time; |
| the repeal of Section 382 or any successor statute, if Capital Trusts Board of
Directors determines that the Rights Agreement is no longer necessary for the preservation
of the Tax Benefits; |
| the beginning of a taxable year with respect to which Capital Trusts Board of
Directors determines that no Tax Benefits may be carried forward; |
| such time as Capital Trusts Board of Directors determines that a limitation on the use
of the Tax Benefits under Section 382 would no longer be material to the Capital Trust; or |
| The issuance of the rights will not affect Capital Trusts reported earnings per share
and is not taxable to Capital Trust or its stockholders. |
Additional information regarding the Rights Agreement will be contained in a Form 8-K and in a
Registration Statement on Form 8-A that Capital Trust is filing with the Securities and Exchange
Commission. In addition, Capital Trust stockholders of record as of March 14, 2011 will be mailed
a detailed summary of the Rights Agreement.
* * *
Forward-Looking Statements
Forward-Looking Statements
This news release contains certain forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, including statements relating to future financial
results and business prospects. The forward-looking statements contained in this news release are
subject to certain risks and uncertainties including, but not limited to, the success of the
Companys debt restructuring, the continued credit performance of the Companys loan and CMBS
investments, its asset/liability mix, the effectiveness of the Companys hedging strategy, the rate
of repayment of the Companys portfolio assets and the impact of these events on the Companys cash
flow, as well as other risks indicated from time to time in the Companys Form 10-K and Form 10-Q
filings with the Securities and Exchange Commission. The Company assumes no obligation to update
or supplement forward-looking statements that become untrue because of subsequent events or
circumstances.
About Capital Trust
Capital Trust, Inc. is a real estate finance and investment management company that specializes in
credit sensitive structured financial products. To date, the Companys investment programs have
focused primarily on loans and securities backed by commercial real estate assets, and the Company
has executed its business both as a balance sheet investor and as an investment manager. Capital
Trust is a real estate investment trust traded on the New York Stock Exchange under the symbol
CT. The Company is headquartered in New York City.