Maryland

001-32248

06-1722127

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

◻

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(a)

Financial Statements of Business Acquired

All properties in the Life Time Portfolio are occupied by the Seller and subject to triple net leases whereby the Seller is responsible for all expenses associated with the property, and no single property included in the transaction represented 10% or more of the Company’s total assets reflected on its latest audited balance sheet filed with the Securities and Exchange Commission (the “SEC”) prior to the acquisition. In total, the Life Time Portfolio acquisition does not exceed 20% of the pro forma total assets of the Company, as included in the Company’s 8-K/A filed on May 21, 2015 for its acquisition of the Dividend Capital Portfolio.  Additionally, although the Life Time Portfolio acquisition exceeds 10% of the aforementioned pro forma total assets of the Company included in the 8-K/A filed on May 21, 2015, there is no lease history related to the Life Time Portfolio, as the leases for the properties in the Life Time Portfolio were entered into concurrently with the acquisition. The Company believes that financial information about the tenants, or the parent company of which the tenant is a wholly owned subsidiary, is more relevant to investors than financial statements of the acquired tenant site for properties which are subject to triple net leases. Life Time Fitness was a public company prior to the previously announced merger, which occurred immediately prior to the Company’s acquisition of the Life Time Portfolio. Life Time Fitness (NYSE: LTM) provided publicly available financial statements in reports filed with the SEC at http://www.sec.gov.

(b)

Pro Forma Financial Information

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2014

 4

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2014

 5

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2015

 6

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2015

 7

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014

 8

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014

 9

d

Gramercy Property Trust Inc. Historical (1)

Life Time

Portfolio (2)

Pro Forma

Assets:

Real estate investments, at cost:

Land

$

$

$

Building and improvements

Less: accumulated depreciation

 -

Total real estate investments, net

Cash and cash equivalents

Restricted cash

 -

Servicing advances receivable

 -

Retained CDO bonds

 -

Tenant and other receivables, net

 -

Acquired lease assets, net

 -

Deferred costs, net

 -

Goodwill

 -

Other assets

 -

Total assets

$

$

$

Liabilities and Equity:

Liabilities:

Exchangeable senior notes, net

$

$

 -

$

Senior unsecured term loan

 -

Unsecured credit facility

 -

Mortgage notes payable

 -

Total long term debt

Accounts payable and accrued expenses

 -

Dividends payable

 -

Accrued interest payable

 -

Deferred revenue

 -

Below-market lease liabilities, net

 -

Derivative instruments, at fair value

 -

Other liabilities

 -

Total liabilities

Commitments and contingencies

 -

 -

 -

Noncontrolling interest in operating partnership

 -

Equity:

Common stock, par value $0.001, 220,000,000 shares authorized and 46,736,392 shares issued and outstanding.

 -

Series B cumulative redeemable preferred stock, par value $0.001, liquidation preference $87,500, 3,500,000 shares authorized, issued and outstanding.

 -

Additional paid-in-capital

 -

Accumulated other comprehensive loss

 -

Accumulated deficit

 -

Total equity

 -

Total liabilities and equity

$

$

$

Gramercy Property Trust Inc. Historical (1)

Pro Forma Adjustments

Pro Forma

Revenues

Rental revenue

$

$

(2)

$

Management fees

 -

Operating expense reimbursements

 -

Investment income

 -

Other income

 -

Total revenues

Expenses

Property operating expenses:

Property management expenses

 -

Property operating expenses

 -

Total property operating expenses

 -

Depreciation and amortization

(3)

Interest expense

(4)

Management, general and administrative

 -

Acquisition expenses

 -

Total expenses

Income from continuing operations before equity in loss from joint ventures and equity investments and provision for taxes

Equity in net loss of joint ventures and equity investments

 -

Income from continuing operations before provision for taxes, and discontinued operations

Provision for taxes

 -

Income from continuing operations

Loss from discontinued operations

 -

Net income (loss)

Net (income) loss attributable to noncontrolling interest

Preferred stock dividends

 -

Net income (loss) available to common stockholders

$

$

$

Basic earnings per share:

Net income (loss) from continuing operations, after preferred dividends

$

$

Net loss from discontinued operations

 -

 -

Net income (loss) available to common stockholders

$

$

Diluted earnings per share:

Net income (loss) from continuing operations, after preferred dividends

$

$

Net loss from discontinued operations

 -

 -

Net income (loss) available to common stockholders

$

$

Basic weighted average common shares outstanding

Diluted weighted average common shares and common share equivalents outstanding

Gramercy Property Trust Inc. Historical (1)

Pro Forma Adjustments

Pro Forma

Revenues

Rental revenue

$

$

(2)

$

Management fees

 -

Operating expense reimbursements

 -

Investment income

 -

Other income

 -

Total revenues

Expenses

Property operating expenses:

Property management expenses

 -

Property operating expenses

 -

Total property operating expenses

 -

Other-than-temporary impairment

 -

Portion of impairment recognized in other comprehensive loss

 -

Net impairment recognized in earnings

 -

Depreciation and amortization

(3)

Interest expense

(4)

Loss on derivative instruments

 -

Management, general and administrative

 -

Acquisition expenses

 -

Total expenses

Income (loss) from continuing operations before equity in net income from joint ventures and equity investments, gain on remeasurement of previously held joint venture, loss on extinguishment of debt, and provision for taxes

Equity in net income of joint ventures

 -

Income (loss) from continuing operations before gain on remeasurement of previously held joint venture, loss on extinguishment of debt, provision for taxes, and discontinued operations

Gain on remeasurement of previously held joint venture

 -

Loss on extinguishment of debt

 -

Provision for taxes

 -

Income from continuing operations

Loss from discontinued operations

 -

Net income

Net (income) loss attributable to noncontrolling interest

Net income attributable to Gramercy Property Trust Inc.

Preferred stock redemption costs

 -

Preferred stock dividends

 -

Net income available to common stockholders

$

$

$

Basic earnings per share:

Net income from continuing operations, after preferred dividends

$

$

Net loss from discontinued operations

Net income available to common stockholders

$

$

Diluted earnings per share:

Net income from continuing operations, after preferred dividends

$

$

Net loss from discontinued operations

Net income available to common stockholders

$

$

Basic weighted average common shares outstanding

Diluted weighted average common shares and common share equivalents outstanding

Gramercy Property Trust Inc.

Date: June 23, 2015

By:

  /s/ Jon W. Clark

Jon W. Clark

Chief Financial Officer