Gramercy Property Trust Files Resale Registration Statement for Common Stock Issuable to Holders of 3.75% Exchangeable Senior Notes due 2019
NEW YORK--(BUSINESS WIRE)--Gramercy Property Trust Inc. (NYSE:GPT), a real estate investment trust (the “Company”), announced that on August 27, 2014 it filed a registration statement to facilitate resales of shares of the Company’s common stock (the “Common Stock”) that may be issued upon exchange of the Company’s 3.75% Exchangeable Senior Notes due 2019 (the "Notes"). The filing of the registration statement and issuance of this announcement are required by the terms of a registration rights agreement dated March 24, 2014 by and among the Company, GPT Property Trust LP, the Company's operating partnership and issuer of the Notes, and Morgan Stanley & Co. LLC, as representative of the initial purchasers of the Notes. The Notes are not currently exchangeable for Common Stock and, as of the date of this release, no Common Stock has yet been issued in exchange for the Notes.
The Company will seek to have the Securities and Exchange Commission (the "SEC") declare the registration statement effective by September 19, 2014. When effective, the registration statement will allow holders of the Notes (the “Noteholders”) that are named as selling stockholders to publicly resell without restriction any Common Stock they may receive upon exchange of their Notes.
Noteholders that desire to be named as selling stockholders in the registration statement at the time it is declared effective must complete a notice and questionnaire substantially in the form of Annex A to the Offering Memorandum for the Notes, dated March 18, 2014, to be received by the Company not later than September 5, 2014. After that date, Noteholders that submit a completed notice and questionnaire would be named as selling stockholders under one or more related prospectus supplements that the Company would have to file upon or after the effectiveness of the registration statement. In either case, the completed notice and questionnaire should be sent to:
Gramercy Property Trust Inc.
521 Fifth Avenue, 30th Floor
New York, NY 10175
Attention: General Counsel
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or the Common Stock, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Moreover, the registration statement does not register the Notes, which may not be offered, sold or otherwise transferred except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended.
About Gramercy Property Trust
Gramercy Property Trust Inc. is a fully-integrated, self-managed commercial real estate investment company focused on acquiring and managing income-producing industrial and office properties net leased to high quality tenants in major markets throughout the United States. The Company also operates a commercial real estate asset and property management business for third parties.
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company's present expectations, but these statements are not guaranteed to occur. The risks and uncertainties associated with forward-looking information in this release include, but are not limited to, factors that are beyond the Company's control, including the factors listed in the prospectus supplement, the Company's Annual Report on Form 10-K and in the Company's Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For further information, please refer to the Company's filings with the SEC.