UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 2)
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 09, 2014
Gramercy Property Trust Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-32248 | 06-1722127 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| | | |
521 Fifth Avenue, 30th Floor New York, New York | | 10175 |
| (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)) |
Explanatory Note
The purpose of this Amendment No. 2 (this “Amendment”) to the Current Report on Form 8-K filed by Gramercy Property Trust Inc. (the “Company”) on December 9, 2014 (the “Original 8-K”) is to clarify certain purchase price information from the Original 8-K. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
On December 11, 2014, the Company clarified the amount of debt that it expects to assume in connection with the Purchase Agreement to acquire the New Portfolio from Sellers for approximately $399 million, plus transaction costs. The Company now expects the $399 million purchase price to consist of approximately $271 million of cash consideration, subject to customary prorations and adjustments, and the assumption of approximately $128 million of existing secured debt at a fixed rate of 5.455% and a maturity date of July 2020.
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: December 11, 2014 | GRAMERCY PROPERTY TRUST INC. |
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| | By: | /s/ Jon W. Clark |
| | Name: | Jon W. Clark |
| | Title: | Chief Financial Officer |
