Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Gramercy Property Trust | a2014123110-kaex991.htm |
| EX-32.1 - EXHIBIT 32.1 - Gramercy Property Trust | a2014123110-kaex321.htm |
| EX-23.1 - EXHIBIT 23.1 - Gramercy Property Trust | a2014123110-kaex231.htm |
| EX-31.1 - EXHIBIT 31.1 - Gramercy Property Trust | a2014123110-kaex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number: 001-35933
CHAMBERS STREET PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland | 56-2466617 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
47 Hulfish Street, Suite 210, Princeton, New Jersey 08542
(Address of principal executive offices) (Zip Code)
(609) 683-4900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | |
Title of each class | Name of each exchange on which registered |
Common Stock, $.01 par value | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
(do not check if a smaller reporting company) | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
The aggregate market value of the voting and non-voting common shares held by non-affiliates of Chambers Street Properties was approximately $1,893,409,009 based on the quoted closing price on the New York Stock Exchange for such shares on June 30, 2014.
The number of shares outstanding of the registrant’s common shares, $0.01 par value, was 236,920,675 as of February 26, 2015.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement for its 2015 Annual Shareholders' Meeting expected to be filed on or about April 29, 2015 are incorporated by reference into Part IV of the Annual Report on Form 10-K.
Explanatory Note
On March 2, 2015, Chambers Street Properties (the “Company”) filed with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “Report”) indicating on the cover page that the Company would file an amendment to the Report to include the audited consolidated financial statements of Goodman Princeton Holdings (Lux) S.à.r.l. ("Goodman Princeton Holdings") as required by Rule 3-09 of Regulation S-X. Goodman Princeton Holdings is an equity method investment in which we own an ownership interest of approximately 80%. Accordingly, we are filing this Amendment No. 1 to the Report to amend Item 15 of the Report, to include the Goodman Princeton Holdings’ audited consolidated financial statements as provided in Exhibit 99.1 attached hereto and the consent of Deloitte & Touche LLP, our independent auditors, with respect to its report on such audited consolidated financial statements, which is provided in Exhibit 23.1. In addition, in connection with the filing of this Amendment No. 1 to the Report and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the currently dated certifications of the Company’s interim chief executive officer and chief financial officer are attached as exhibits hereto.
Except as otherwise expressly noted herein, this Amendment No. 1 does not reflect events occurring after the filing of the Report on March 2, 2015 in any way, except to reflect the changes discussed herein. Accordingly, this Amendment No. 1 should be read in conjunction with the Report and the Company's other filings made subsequent to the filing of the Report.
PART IV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
b) Exhibits — The exhibit index attached hereto is incorporated by reference under this item.
c) Financial Statements of Unconsolidated Joint Ventures:
The financial statements for Goodman Princeton Holdings are included as they meet the significant subsidiary definition of S-X 210.1-02(w) for the year ended December 31, 2014. The financial statements are listed as Exhibit 99.1 to this Amendment No. 1.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHAMBERS STREET PROPERTIES | |||
Dated: March 30, 2015 | By: | /s/ MARTIN A. REID | |
Name: | Martin A. Reid | ||
Title: | Interim President and Chief Executive Officer, and Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit No. | ||
23.1 | Consent of Deloitte & Touche LLP, filed herewith. | |
31.1 | Certification by the Interim President and Chief Executive Officer, and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. | |
32.1 | Certification by the Interim President and Chief Executive Officer, and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. | |
99.1 | Goodman Princeton Holdings (Lux) S.à.r.l. Consolidated Financial Statements, filed herewith. | |