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EX-99.1 - EXHIBIT 99.1 - Gramercy Property Trustexhibit991_083017.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  August 30, 2017 

Commission File No. 1-35933 (Gramercy Property Trust)
Commission File No. 33-219049 (GPT Operating Partnership LP)

Gramercy Property Trust
GPT Operating Partnership LP

(Exact Name of Registrant as Specified in its Charter) 
Gramercy Property Trust
 
Maryland
 
56-2466617
GPT Operating Partnership LP
 
Delaware
 
56-2466618
 
 
(State or other jurisdiction
incorporation or organization)
 
(I.R.S. Employer of
Identification No.)
90 Park Avenue, 32nd Floor
New York, New York
 

10016
(Address of Principal Executive Offices)
 
(Zip Code)

(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:
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 3.02    Unregistered Sales of Equity Securities
GPT Operating Partnership LP (the Operating Partnership), the operating partnership of Gramercy Property Trust (the Company), has agreed to issue 4.5 million in Class A limited partnership units of the Operating Partnership (OP Units), which will be priced at $29.56 per unit, estimated to total $133 million, in connection with the purchase of the Portfolio (as defined in Item 8.01) by the Operating Partnership. The Operating Partnership will not receive any proceeds from the issuance of the OP Units.
Each OP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), except that the Company may, at its election, acquire each OP Unit so presented for one Common Share.
The Operating Partnership intends to issue the OP Units without registration in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

Item 7.01    Regulation FD Disclosure.
The Company is providing the attached presentation as Exhibit 99.1 to this Current Report on Form 8-K.
The information being furnished pursuant to this “Item 7.01. Regulation FD Disclosure” shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing. This information shall not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.

Item 8.01    Other Events.
On August 30, 2017, the Company announced that it entered into an agreement with a leading private real estate development and investment company to acquire a 9-property, 2.0 million square foot portfolio of Class-A industrial buildings (the “Portfolio”) for $331 million. The Portfolio is 100% leased with a weighted average remaining lease term of 10.4 years. The properties are located across eight markets throughout the United States which include Atlanta, Boston, Charlotte, Chicago, the Inland Empire, Minneapolis, Reno and Spartanburg. At closing, which is expected to occur by the end of the third quarter of 2017, the Company expects to assume $137 million of in-place debt and will issue $133 million in OP Units to fund the acquisition of the Portfolio (as described in Item 3.02).
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication, including any statements regarding beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could”, “potential,” “continue,” “ongoing,” “upside,” “increases,” and “potential,” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) changes in financial markets, interest rates and foreign currency exchange rates, (ii) risks associated with acquisitions, (iii) availability of financing and capital, (iv) national, international, regional and local economic climates, and (v) those additional risks and factors discussed in reports filed with the SEC by Company from time to time, including those discussed under the heading “Risk Factors” in its most recently filed reports on Form 10-K and 10-Q.




Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
99.1
 
Presentation Materials.




SIGNATURE

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: August 30, 2017

        
By:    /s/ Jon W. Clark            
Name:    Jon W. Clark
Title:    Chief Financial Officer






EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
Presentation Materials.