Blackstone Mortgage Trust (BXMT) 8-K Capital Trust, Inc. Reports Fourth Quarter and Full Year 2012

Capital Trust, Inc.

March 26, 2013

Fourth Quarter and Full Year 2012 Results

Exhibit 99.2

Capital Trust

1

Fourth Quarter and Full Year 2012 Highlights

Successfully

completed

the

sale

of

our

investment

management

and

special

servicing

platform

to

The

Blackstone

Group

L.P.

(“Blackstone”)

and

paid

a

previously

announced

$2.00

per

share

special

cash dividend.

December 31, 2012 consolidated assets were $322.3 million and consolidated liabilities were

$168.9

million,

resulting

in

stockholders’

equity

of

$73.4

million,

or

$2.43

per

share.

•

Significant decrease in consolidated assets and liabilities during the fourth quarter due to the

deconsolidation of certain CDO entities managed by our former investment management subsidiary,  

CT Investment Management Co., LLC (“CTIMCO”).

Fourth quarter consolidated net income was $105.2 million, or $4.22 per share, and $181.0 million, or

$7.72 per share for the year ended December 31, 2012.

•

Fourth quarter and 2012 net income were driven by non-cash gains recognized on the deconsolidation

of subsidiaries and fair value adjustments on Capital Trust’s investment in the CT Legacy REIT

portfolio.

•

Revenues and expenses related to CTIMCO were reclassified to income from discontinued operations

due to the sale of CTIMCO to Blackstone in December 2012.

Capital Trust

2

Sale of Investment Management Platform and Special Dividend

In conjunction with the sale, Blackstone purchased 5.0 million shares of our class A common stock for

$10.0

million,

or

$2.00

per

share

(1)

.

•

These

shares

represented

17.1%

of

our

total

class

A

common

stock

outstanding

as

of

March

25,

2013.

Blackstone now manages Capital Trust pursuant to the terms and conditions of its management agreement.

Blackstone designated two members to our board of directors, Michael B. Nash, who serves as Executive

Chairman,

and

John

G.

Schreiber,

who

replaced

two

former

members

of

our

board

of

directors,

Samuel

Zell

and

Edward S. Hyman.

________________________________________________

(1)

Blackstone did not receive the $2.00 per share special dividend, which was paid on December 20, 2012 to shareholders of record on November 12, 2012, prior to

Blackstone’s purchase of 5.0 million shares of our class A common stock.

On December 19, 2012, we completed the previously announced sale of our investment management and

special servicing business to Blackstone for a purchase price of $21.4 million.

Capital

Trust

paid

a

previously

announced

$2.00

per

share

(1)

special

cash

dividend

in

connection

with

the

sale

of

its

investment

management

and

special

servicing

business.

Capital Trust

3

Overview of Significant Assets

Following the sale of our investment management and special servicing business, the net book value of

our significant

assets

totaled

$66.7

million

(1)

as

of

December

31,

2012,

and

consisted

primarily

of:

•

Cash and cash equivalents of $15.4 million;

•

Investment in CT Legacy REIT, with a net book value of $45.1 million;

•

Residual interests in CT CDO I, with a net book value of $6.2 million; and

•

Carried

interest

in

CT

Opportunity

Partners

I,

LP

(“CTOPI”)

(1)

.

________________________________________________

(1)

The $66.7 million net book value of our significant assets excludes our carried interest in CTOPI. As of December 31, 2012, our gross carried interest allocation

from CTOPI was $14.7 million, which was reduced by $1.4 million of tax-advance distributions for a net asset of $13.3 million. Recognition of revenue related to

the CTOPI carried interest has been deferred, resulting in an unearned revenue liability of $14.7 million as of December 31, 2012.

Capital Trust

4

CT Legacy REIT

Capital

Trust

owns

a

majority,

controlling-interest

in

CT

Legacy

REIT,

the

March

2011

restructuring

vehicle

that owns its remaining legacy asset portfolio. Capital Trust’s interests in CT Legacy REIT are held subject

to liabilities under its secured notes and management incentive awards plan.

The CT Legacy REIT investment portfolio includes 27 loans and securities, all of which serve as collateral

for its JPMorgan

repurchase

facility

with

an

outstanding

balance

of

$20.5

million,

which

is

not

recourse

to Capital Trust.

•

See page 8 for a detailed presentation of the CT Legacy REIT loans receivable portfolio.

________________________________________________

(1)

CT Legacy Asset owns CT Legacy REIT’s investment portfolio. Amount represents the fair value of estimated cash distributions from CT Legacy Asset, of $179.8 million,

based on certain assumptions, including a discount rate of 15%. See Note 12 to our financial statements contained in the Form 10-K, filed on March 26, 2013, for additional

details.

(2)

Includes the full potential prepayment premium on secured notes. This liability is carried at its amortized basis of $8.5 million on our balance sheet as of December 31,

2012. See Note 3 to our financial statements contained in the Form 10-K, filed on March 26, 2013, for additional details.

(3)

Assumes full payment of the management incentive awards plan based on a hypothetical GAAP liquidation value of CT Legacy REIT as of December 31, 2012. As of

December 31, 2012, our balance sheet includes $5.3 million in accounts payable and accrued expenses for the management incentive awards plan. See Note 3 to our

financial statements contained in the Form 10-K, filed on March 26, 2013, for additional details.

(Dollars in Thousands)

Dec. 31, 2012

Gross investment in CT Legacy REIT

Restricted cash

14,246

$                 

Investment in CT Legacy Asset, at fair value

(1)

132,000

Accounts payable, accrued expenses, and other liabilities

(250)

Noncontrolling interests

(80,009)

Total gross investment in CT Legacy REIT

65,987

$               

Secured notes, including prepayment premium

(2)

(11,059)

Management incentive awards plan, fully vested

(3)

(9,855)

Net investment in CT Legacy REIT

45,073

$               

Capital Trust

5

CT CDO I

Capital Trust owns the residual debt and equity positions of CT CDO I, a collateralized debt obligation

which it issued in 2004, and which is consolidated onto its balance sheet.

The

CT

CDO

I

investment

portfolio

includes

seven

loans,

all

of

which

serve

as

collateral

for

its

non-recourse

senior securitized debt obligations with an outstanding balance of $139.2 million.

•

See page 9 for a detailed presentation of the CT CDO I loans receivable portfolio.

(Dollars in Thousands)

Dec. 31, 2012

Assets and liabilities of CT CDO I

Loans receivable, net

141,500

$             

Accrued interest receivable, prepaid expenses, and other assets

4,021

Total assets

145,521

Accounts payable, accrued expenses, and other liabilities

88

Securitized debt obligations

139,184

Total liabilities

139,272

Net investment in CT CDO I

6,249

$                   

Capital Trust

6

CTOPI

Upon Capital Trust’s sale of its investment management and special servicing platform, including its

related fund co-investments, it retained its carried interest in CTOPI, a private equity real estate fund

formed in 2007 and sponsored by Capital Trust.

•

CTOPI has invested $491.5 million in 39 transactions, of which $286.2 million has been realized and

$205.3 million remains outstanding as of December 31, 2012.

The carried interest in CTOPI entitles us to earn incentive compensation in an amount equal to 17.7% of

the fund’s profits, after a 9% preferred return and 100% return of capital to the CTOPI limited partners.

As of December 31, 2012, Capital Trust was allocated $14.7 million of CTOPI’s net assets based on a

hypothetical liquidation of the fund, reduced by tax-advance distributions received for a net asset of    

$13.3 million. Other than tax-advance distributions, we have not received any cash payments from CTOPI.

•

The gross carried interest allocation of $14.7 million as of December 31, 2012 is based on the fair value

of CTOPI’s net assets.

•

Recognition

of

the

revenue

related

to

the

CTOPI

carried

interest

has

been

deferred,

resulting

in

an unearned

revenue

liability

of

$14.7

million

included

in

accounts

payable

and

accrued

expenses.

•

Collections from the CTOPI carried interest will be offset by incentive awards to our former employees,

which provide for payment of 45% of the amount of carried interest distributions we receive. Payments

under these awards are not reflected in the $13.3 million CTOPI asset balance as of December 31, 2012.

Capital Trust

7

Book Value per Share

Stockholders’

equity

totaled

$73.4

million,

or

$2.43

per

share

as

of

December

31,

2012.

In conjunction with the sale of our investment management and special servicing platform, Blackstone

purchased 5.0 million shares of our class A common stock for $10.0 million, or $2.00 per share.

Our

previously

outstanding

warrants

were

exercised

on

a

cashless

basis

in

November

2012,

resulting

in

the issuance of 1.7 million shares of our class A common stock.

________________________________________________

(Dollars in Thousands, Except per Share Data)

Dec. 31, 2012

Stockholders' equity

73,444

$              

Shares

Class A common stock

29,266,514

Restricted class A common stock

-

Stock units

(1)

897,555

Total

30,164,069

Book value per share

(2)

2.43

$                   

(1)

Stock units are granted to certain members of our board of directors in lieu of cash compensation for services and in lieu of dividends earned on previously

granted stock units. See Note 11 to our financial statements contained in the Form 10-K, filed on March 26, 2013, for additional details.

(2)

Capital Trust’s book value as of December 31, 2012 includes two of its significant assets, CT Legacy REIT and the CTOPI carried interest, recorded on a fair value

basis. The fair value of each of these assets represents a discount to the cash flows management has estimated these investments will generate.

Capital Trust

8

CT Legacy REIT’s Loans Receivable

The

following

table

provides

details

of

CT

Legacy

REIT’s

loan

portfolio

(1)

as

of

December

31,

2012:

________________________________________________

In addition, CT Legacy REIT owns investments in securities with an aggregate face value of $135.4 million and a net book value of $12.0 million as of 

December 31, 2012.

Represents the net book value of the loans receivable on the balance sheet of CT Legacy Asset, LLC, an entity that is not consolidated into our financial

statements. See Note 3 to our financial statements contained in the Form 10-K, filed on March 26, 2013, for additional details.

All floating rate loans are indexed to one-month LIBOR.

Maturity date assumes all extension options are executed.

Includes four loans receivable investments, each of which are 100% impaired as of December 31, 2012.

(Dollars in Millions)

Principal

Balance

Book

Value

(2)

Rate

(3)

Maturity

(4)

Loan Type

Geographic

Location

Property

Type

Loan A

27.0

$        

27.0

$        

L + 2.75%

12/31/14

Sub. mortgage

Northwest

Other

Loan B

25.2

25.2

L + 7.94%

4/9/13

Sub. mortgage

International

Hotel

Loan C

20.0

20.2

8.00%

9/1/14

Mezzanine

Northeast

Office

Loan D

17.9

17.9

L + 4.00%

3/15/12

Sr. mortgage

Northeast

Office

Loan E

15.0

15.0

L + 3.00%

12/9/14

Sr. mortgage

West

Hotel

Loan F

12.9

12.9

L + 1.96%

1/3/17

Sub. mortgage

Northeast

Multifamily

Loan G

14.4

12.4

L + 2.75%

12/31/14

Sub. mortgage

Northwest

Other

Loan H

14.3

12.0

L + 8.50%

6/9/13

Mezzanine

Southeast

Hotel

Loan I

8.0

8.0

12.00%

10/9/13

Mezzanine

Northeast

Office

Loan J

4.5

4.5

8.77%

2/1/16

Mezzanine

Northeast

Office

Loan K

1.2

0.6

L + 6.05%

7/10/10

Sub. mortgage

Southwest

Multifamily

Other

(5)

98.2

-

Various

Various

Various

Various

Various

Total

258.6

$      

155.7

$      

(1)

(2)

(3)

(4)

(5)

Capital Trust

9

CT CDO I’s Loans Receivable

The following table provides details of CT CDO I’s consolidated loan portfolio as of December 31, 2012:

________________________________________________

(1)

All floating rate loans are indexed to one-month LIBOR.

(2)

Maturity date assumes all extension options are executed.

(3)

Includes two loans receivable investments, each of which are 100% impaired as of December 31, 2012.

(Dollars in Millions)

Principal

Balance

Book

Value

Rate

(1)

Maturity

(2)

Loan Type

Geographic

Location

Property

Type

Loan A

62.5

$        

62.5

$        

L + 0.86%

5/3/13

Sr. mortgage

West

Office

Loan B

30.0

30.0

L + 7.25%

7/9/14

Sub. mortgage

West

Hotel

Loan C

27.0

27.0

L + 9.53%

10/9/13

Sub. mortgage

Northeast

Office

Loan D

20.0

20.0

L + 5.06%

10/9/13

Sub. mortgage

Diversified

Office

Loan E

6.6

2.0

L + 5.01%

2/9/13

Sub. mortgage

Southwest

Office

Other

(3)

18.1

-

Various

Various

Various

Various

Various

Total

164.2

$      

141.5

$      

Capital Trust

10

Consolidated Balance Sheet

(Dollars in Thousands)

Dec. 31, 2012

Assets

Cash and cash equivalents

15,423

$        

Restricted cash

14,246

Investment in CT Legacy Asset, at fair value

132,000

Loans receivable, net

141,500

Equity investments in unconsolidated subsidiaries

13,306

Accrued interest receivable, prepaid expenses, and other assets

5,868

Total assets

322,343

$      

Liabilities & Equity

Accounts

payable,

accrued

expenses,

and

other

liabilities

21,209

Secured notes

8,497

Securitized debt obligations

139,184

Total liabilities

168,890

Commitments and contingencies

-

Equity

Class A common stock, $0.01 par value

293

Additional paid-in capital

609,002

Accumulated deficit

(535,851)

Total Capital Trust, Inc. stockholders' equity

73,444

Noncontrolling interests

80,009

Total equity

153,453

Total liabilities and equity

322,343

$      

Capital Trust

11

Consolidated Statement of Operations

(Dollars in Thousands, Except Share and per Share Data)

2012

Income from loans and other investments:

Interest and related income

34,939

$        

Less: Interest and related expenses

38,138

Loss from loans and other investments, net

(3,199)

Other expenses:

General and administrative

10,369

Total other expenses

10,369

Total other-than-temporary impairments of securities

-

Portion of other-than-temporary impairments of securities recognized in other comprehensive income

(160)

Net impairments recognized in earnings

(160)

Recovery of provision for loan losses

36,147

Fair value adjustment on investment in CT Legacy Asset

51,904

Gain on deconsolidation of subsidiaries

200,283

Gain on sale of investments

6,000

Income from equity investments in unconsolidated subsidiaries

1,781

Income before income taxes

282,387

Income tax provision

174

Income from continuing operations

282,213

$      

Loss from discontinued operations, net of tax

(2,138)

Loss on sale of discontinued operations

(271)

Net income

279,804

$      

Net income attributable to noncontrolling interests

(98,780)

Net income attributable to Capital Trust, Inc.

181,024

$      

Per share information (Basic)

Income from continuing operations per share of common stock

7.82

$             

Loss from discontinued operations per share of common stock

(0.10)

$           

Net income per share of common stock

7.72

$            

Weighted average shares of common stock outstanding

23,459,432

Per share information (Diluted)

Income from continuing operations per share of common stock

7.41

$             

Loss from discontinued operations per share of common stock

(0.10)

$           

Net income per share of common stock

7.31

$            

Weighted average shares of common stock outstanding

24,752,944

Capital Trust

12

Forward-Looking Statements

This presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements

relating

to

future

financial

results

and

business

prospects.

The

forward-looking

statements

contained

in

this

presentation are subject to certain risks and uncertainties including, but not limited to, the performance of Capital

Trust’s investments, the timing of collections, its capability to repay indebtedness as it comes due, its ability to

originate investments, the availability of capital and Capital Trust’s tax status, as well as other risks indicated from

time to time in Capital Trust’s Form 10-K and Form 10-Q filings with the SEC. Capital Trust assumes no obligation to

update or supplement forward-looking statements that become untrue because of subsequent events or

circumstances.