01.04.2008 16:03:00
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Gramercy Capital Corp. Completes $3.3 Billion Acquisition of American Financial Realty Trust
Gramercy Capital Corp. (NYSE: GKK) announced today the completion of the
previously announced acquisition of American Financial Realty Trust
(NYSE: AFR) in a transaction with a total value of approximately $3.3
billion.
The acquisition combines the existing operating platforms of American
Financial and Gramercy, creates an integrated commercial real estate
finance and operating company, and transforms Gramercy from a pure
specialty finance company into a $7.5 billion diversified enterprise
with complementary business lines consisting of commercial real estate
finance and property investments. As a result of the acquisition,
Gramercy has added approximately 29.2 million square feet of commercial
real estate in 38 states and the District of Columbia to its $4.2
billion of debt investments, commercial real estate securities
investments, net lease properties and other assets.
Gramercy’s President and Chief Executive
Officer, Marc Holliday, commented, "We believe this will prove to be an
excellent strategic move for Gramercy. In one transaction, we have
effectively doubled the Company's size and diversified its asset base
and income stream, transforming it to become a significant player in the
commercial real estate equity sector as well as in structured finance.
As the market improves over time, Gramercy will be well positioned to
take advantage of emerging opportunities on several fronts. We are
grateful for the steadfast support we have received from both Gramercy's
and AFR's shareholders and debt providers as we executed this merger."
Each common share of beneficial interest of American Financial has been
converted into the right to receive approximately $5.50 in cash,
additional cash consideration in an amount equal to approximately
$0.2419 in cash resulting from Gramercy’s
$2.00 special dividend declared in December 2007 and paid in January
2008, and 0.12096 of a share of Gramercy common stock. The cash
consideration was not increased in respect of any additional value
payment described in the merger agreement. Upon closing, American
Financial’s shareholders will own
approximately 31% of Gramercy’s outstanding
shares.
In addition, Gramercy has assumed an aggregate of approximately $1.3
billion of American Financial secured debt.
As previously announced, the record date for Gramercy’s
quarterly dividend of $0.63 per share of Gramercy common stock for the
quarter ended March 31, 2008 is April 2, 2008. The first quarter
dividend is payable on April 15, 2008.
American Financial common shares will be suspended from trading on the
New York Stock Exchange before the market opening on April 2, 2008.
Company Profile
Gramercy Capital Corp. is an integrated commercial real estate finance
and property investment company whose debt investment business focuses
on the direct origination and acquisition of whole loans, subordinate
interests in whole loans, mezzanine loans, preferred equity, CMBS and
other real estate securities, and whose property investment platform
targets commercial properties net leased primarily to financial
institutions and affiliated users throughout the United States. Gramercy
is externally-managed by GKK Manager LLC, which is a majority-owned
subsidiary of SL Green Realty Corp. (NYSE: SLG). Gramercy is
headquartered in New York City, and has regional investment and
portfolio management offices in Los Angeles, California, Jenkintown,
Pennsylvania, and Charlotte, North Carolina.
Forward-looking Information This press release contains forward-looking information based upon
the Company's current best judgment and expectations. Actual results
could vary from those presented herein. The risks and uncertainties
associated with forward-looking information in this release include the
strength of the commercial real estate property markets, competitive
market conditions, unanticipated administrative costs, general and local
economic conditions, interest rates, capital market conditions,
bankruptcies and defaults of borrowers or tenants in properties securing
the Company's investments, difficulties encountered in integrating our
company and American Financial, and other factors, which are beyond the
Company's control. We undertake no obligation to publicly update or
revise any of the forward-looking information. For further information,
please refer to the Company's filings with the Securities and Exchange
Commission.
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