Amended Statement of Beneficial Ownership (sc 13d/a)
March 27 2013 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Capital
Trust, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of
Securities)
14052H506
(CUSIP Number)
Randall S. Rothschild
The Blackstone Group L.P.
345 Park Avenue
New York, New York 10154
Tel: (212) 583-5000
with a copy to:
Brian M. Stadler, Esq.
Andrew R. Keller, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Tel: (212) 455-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
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1
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Names of reporting persons
BLACKSTONE HOLDINGS III L.P.
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds (see
instructions)
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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|
7
|
|
Sole voting power
5,000,000
|
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8
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Shared voting power
0
|
|
9
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Sole dispositive power
5,000,000
|
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10
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Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
12
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|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
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13
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Percent of class represented by
amount in Row (11)
17.1%
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14
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|
Type of reporting person (see
instructions)
PN
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The calculation of the foregoing percentage is based on 29,266,514 shares of Common Stock (as defined below) outstanding, as reported in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2012 of Capital Trust, Inc. as filed with the Securities and Exchange Commission on March 26, 2013.
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2
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1
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Names of reporting persons
BLACKSTONE HOLDINGS III GP L.P.
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2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
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SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
5,000,000
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
5,000,000
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
17.1%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
The calculation of the foregoing percentage is based on 29,266,514 shares of Common Stock (as defined below) outstanding, as reported in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2012 of Capital Trust, Inc. as filed with the Securities and Exchange Commission on March 26, 2013.
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3
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|
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1
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Names of reporting persons
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
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2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
5,000,000
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
5,000,000
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
17.1%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
The calculation of the foregoing percentage is based on 29,266,514 shares of Common Stock (as defined below) outstanding, as reported in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2012 of Capital Trust, Inc. as filed with the Securities and Exchange Commission on March 26, 2013.
|
4
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|
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1
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Names of reporting persons
THE BLACKSTONE GROUP L.P.
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2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
5,000,000
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
5,000,000
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
17.1%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
The calculation of the foregoing percentage is based on 29,266,514 shares of Common Stock (as defined below) outstanding, as reported in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2012 of Capital Trust, Inc. as filed with the Securities and Exchange Commission on March 26, 2013.
|
5
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|
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|
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1
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Names of reporting persons
BLACKSTONE GROUP MANAGEMENT L.L.C.
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
5,000,000
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
5,000,000
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
17.1%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
The calculation of the foregoing percentage is based on 29,266,514 shares of Common Stock (as defined below) outstanding, as reported in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2012 of Capital Trust, Inc. as filed with the Securities and Exchange Commission on March 26, 2013.
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6
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1
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Names of reporting persons
STEPHEN A. SCHWARZMAN
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2
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
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Citizenship or place of
organization
United States of
America
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
5,000,000
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
5,000,000
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
5,000,000
|
12
|
|
Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by
amount in Row (11)
17.1%
|
14
|
|
Type of reporting person (see
instructions)
IN
|
|
The calculation of the foregoing percentage is based on 29,266,514 shares of Common Stock (as defined below) outstanding, as reported in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2012 of Capital Trust, Inc. as filed with the Securities and Exchange Commission on March 26, 2013.
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7
This Amendment No. 1 (Amendment No. 1) to Schedule 13D relates to the class A common
stock, par value $0.01 per share (Common Stock), of Capital Trust, Inc., a Maryland corporation (the Issuer), and amends the initial statement on Schedule 13D filed on December 21, 2012 (the Schedule 13D).
Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby supplemented as follows:
On March 26, 2013, BREDS / CT Advisors L.L.C., an affiliate of the Blackstone Entities (the Manager) entered into an Amended and Restated Management Agreement, dated as of March 26,
2013 (the Amended and Restated Management Agreement) with the Issuer that amends and restates the existing Management Agreement, dated as of December 19, 2012 between the Issuer and the Manager.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
On March 26, 2013, the Issuer filed a Registration Statement on Form S-11 with the Securities and Exchange Commission related to a proposed offering of shares of the Issuers Common Stock (the
Proposed Offering). In connection with the Proposed Offering, Blackstone Holdings III L.P. entered into a lock-up agreement, dated March 26, 2013 (the Lock-Up Agreement) pursuant to which it agreed that, during the
period commencing on March 26, 2013 and ending 180 days after the date of the final prospectus relating to the Proposed Offering, it will not, without the prior written consent of the representatives of the underwriters, dispose of or hedge any
shares of Common Stock or any securities convertible into or exchangeable for Common Stock, subject to certain exceptions.
As
described above in Item 4, the Manager and the Issuer have entered into the Amended and Restated Management Agreement which amends and restates the Management Agreement pursuant to which the Manager agreed to manage the day-to-day operation and
activities and certain strategic and other plans and proposals of the Issuer.
The descriptions of the Lock-Up Agreement and
Amended and Restated Management Agreement contained in Item 4 and this Item 6 are not intended to be complete and are qualified in their entirety by reference to such agreements, each of which is filed as an exhibit hereto and incorporated
by reference herein.
8
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented as follows:
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6.
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Lock-Up Agreement dated March 26, 2013 of Blackstone Holdings III L.P.
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7.
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Amended and Restated Management Agreement, dated as of March 26, 2013, by and between Issuer and BREDS / CT Advisors L.L.C. (filed as Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer on March 26, 2013 and incorporated herein by reference).
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9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 27, 2013
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BLACKSTONE HOLDINGS III L.P.
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By:
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Blackstone Holdings III GP L.P., its general partner
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By:
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Blackstone Holdings III GP Management L.L.C., its general partner
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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BLACKSTONE HOLDINGS III GP L.P.
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By:
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Blackstone Holdings III GP Management L.L.C., its general partner
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
|
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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THE BLACKSTONE GROUP L.P.
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By:
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Blackstone Group Management L.L.C., its general partner
|
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
|
Title:
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Chief Legal Officer
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10
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BLACKSTONE GROUP MANAGEMENT L.L.C.
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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/s/ STEPHEN A.
SCHWARZMAN
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STEPHEN A. SCHWARZMAN
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11
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