Attached files
| file | filename |
|---|---|
| EX-10.1 - Gramercy Property Trust Inc. | v188444_ex10-1.htm |
| EX-99.1 - Gramercy Property Trust Inc. | v188444_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
June
14, 2010
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 June
14, 2010, GKK Capital LP, a Delaware limited partnership to which Gramercy
Capital Corp. (the “Company”) is the general partner (the “Operating
Partnership”), and The Bank of New York Mellon Trust Company, National
Association, as trustee (the “Trustee”), entered into a Supplemental Indenture
(the “Supplement”) to the Junior Subordinated Indenture, dated as of
January 30, 2009 (as supplemented on October 14, 2009 and as further amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Indenture”), pursuant to which the Operating Partnership may redeem the
outstanding $52.5 million aggregate principal amount of junior
subordinated notes due 2035 of the Operating Partnership (the “Notes”) with (i)
approximately $52.5 million face amount of previously issued CDO securities
owned by the Operating Partnership and Gramercy Investment QRS, Corp., a
wholly-owned indirect subsidiary of the Operating Partnership, and (ii) a
one-time payment of $5.0 million in the form of three-month Treasury bills
issued by the U.S. Department of Treasury (the “Redemption”). The
Redemption was completed on June 16, 2010.
A copy of
the Supplement is attached hereto as Exhibit 10.1 and is incorporated by
reference herein. A copy of the press release announcing the
Redemption is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item
5.07 Submission of Matters to a Vote of Security
Holders.
On June
15, 2010, the Company held its 2010 annual meeting of stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company's stockholders voted on
the following two proposals: (i) to elect one Class III director to serve until
the Company's 2013 annual meeting of stockholders and until his successor is
duly elected and qualifies and (ii) to ratify the selection of Ernst & Young
LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2010. A total of 44,364,969 shares
were voted in person or by proxy, representing 88.90% of the shares entitled to
be voted.
Both
proposals were approved by the Company's stockholders by the requisite vote
necessary for approval. The votes with respect to each of the
proposals are set forth below.
Proposal
1: To elect one Class III director to serve until the Company's 2013 annual
meeting of stockholders and until his successor is duly elected and
qualifies:
|
Nominee
|
Shares For
|
Shares Withheld
|
Broker Non-Votes
|
|||
|
Paul
J. Konigsberg
|
|
28,801,658
|
|
418,260
|
|
15,145,051
|
Proposal
2: To ratify the selection of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31,
2010:
|
Shares For
|
Shares Against
|
Shares Abstained
|
||
|
43,787,022
|
|
487,975
|
|
89,972
|
No
broker-non-votes were cast in the ratification and appointment of Ernst &
Young LLP as the Company's independent registered public accounting
firm.
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Item
9.01 Exhibits.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
10.1
|
Supplemental
Indenture, dated as of June 14, 2010, by and between GKK Capital LP and
The Bank of New York Mellon Trust Company, National Association, as
Trustee.
|
|
99.1
|
Press
release, dated June 16, 2010.
|
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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.
|
Dated:
June 17, 2010
|
|||
|
By:
|
/s/ Jon W. Clark
|
||
|
Name:
|
Jon
W. Clark
|
||
|
Title:
|
Chief
Financial Officer
|
||
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