Attached files
| file | filename |
|---|---|
| EX-10.1 - Gramercy Property Trust Inc. | v168533_ex10-1.htm |
| EX-99.1 - Gramercy Property Trust Inc. | v168533_ex99-1.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
December
4, 2009
Date of
report (Date of earliest event reported)
Gramercy
Capital Corp.
(Exact
Name of Registrant as Specified in Charter)
|
Maryland
(State
or Other Jurisdiction
of
Incorporation)
|
001-32248
(Commission
File
Number)
|
06-1722127
(IRS
Employer
Identification
Number)
|
|
420
Lexington Avenue
New
York, New York
(Address
of Principal Executive Offices)
|
10170
(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 of 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))
Item
1.01 Entry into a Material Definitive Agreement
On
December 4, 2009, Gramercy Warehouse Funding I LLC (“GWF I”) and GKK
Trading Warehouse I LLC (collectively, the “Borrowers”), each an indirect
wholly-owned subsidiary of Gramercy Capital Corp. (the “Company”), entered into
a termination agreement (the “Termination Agreement”) with Wachovia Bank,
National Association (“Wachovia”), as administrative agent and as lender, and
the Company, GKK Capital LP (the “OP”), Gramercy Investment Trust (“GIT”) and
GKK Trading Corp. (“GKK Trading”), as guarantors (collectively, the
“Guarantors”), to terminate the Credit Agreement, dated as of July 22, 2008 (the
“Credit Agreement”), as amended. Pursuant to the Termination
Agreement, the Credit Agreement and related loan documents were terminated and
all of the loan assets currently held by Wachovia under the Credit Agreement
were released from the lien under the Credit Agreement and related security
documents and, in connection therewith, the Borrowers agreed to (x) prepay the
Credit Agreement in the amount of $22.5 million and (y) enter into the
Sub-Participation Agreement described below. The Termination
Agreement also amended the rights, remedies and obligations of the Company and
Wachovia with respect to the $63,250,527 of letters of credit currently issued
by Wachovia pursuant to pre-existing letter of credit agreements.
In
connection with the Termination Agreement, GWF I also entered into
sub-participation agreement on December 4, 2009 with Wachovia pursuant to which
Gramercy Warehouse Funding I LLC agreed to grant Wachovia a maximum $21.0
million subordinate participation interest in one of the Company's participation
interest that was previously collateralized under the Credit
Agreement.
A copy of
the Termination Agreement is attached hereto as Exhibits 10.1 and is
incorporated herein by reference. A copy of the press release
announcing the transactions described herein is attached hereto as
Exhibit 99.1.
Item
9.01 Exhibits
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
10.1
|
Termination
Agreement, dated as of December 4, 2009, by and among Gramercy Warehouse
Funding I LLC, GKK Trading Warehouse Funding I LLC, as borrowers, Gramercy
Capital Corp., GKK Capital LP, Gramercy Investment Trust and GKK Trading
Corp., as guarantors, and Wachovia Bank, National Association, as
administrative agent.
|
|
99.1
|
Press
release, dated December 7, 2009.
|
-2-
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.
Dated:
December 9, 2009
|
|
By:
|
/s/ Jon Clark | |
| Name: Jon Clark | |||
| Title: Chief Financial Officer | |||
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