Item 1.01 Entry into a Material Definitive Agreement.
In connection with the completion of an underwritten public offering (the "Offering") by
A copy of the First Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.
Item 3.03 Material Modifications to Rights of Security Holders.
Holders of Series B Preferred Stock, when and as authorized by the Company's board of directors, are entitled to cumulative cash dividends at the rate of 7.125% per annum of the
Generally, the Company may not redeem the Series B Preferred Stock prior to
· the quotient obtained by dividing (i) the sum of the
preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock dividend payment and prior to the corresponding Series B Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined below); and
· 8.11688 (the "Share Cap"), subject to certain adjustments;
subject, in each case, to provisions for the receipt of alternative consideration, as described in the Articles Supplementary.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Stock), subdivisions or combinations with respect to the Common Stock as described in the Articles Supplementary.
If, prior to the Change of Control Conversion Date, the Company has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series B Preferred Stock will not have any right to convert the Series B Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series B Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.
A "Change of Control" is when, after the original issuance of the Series B Preferred Stock, the following have occurred and are continuing:
· the acquisition by any person, including any syndicate or group deemed to be a
"person" under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Company's stock entitling that person to exercise more than 50% of the total voting power of all of the Company's stock entitled to vote generally in the election of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
· following the closing of any transaction referred to in the bullet point above,
neither the Company nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the
New York Stock Exchange("NYSE"), the NYSE MKT LLC("NYSE MKT"), or the NASDAQ Stock Market("NASDAQ"), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
The "Change of Control Conversion Date" is the date the Series B Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Company provides the required notice of the occurrence of a Change of Control to the holders of Series B Preferred Stock.
The "Common Stock Price" will be (i) if the consideration to be received in the Change of Control by the holders of the Common Stock is solely cash, the amount of cash consideration per share of the Common Stock or (ii) if the consideration to be received in the Change of Control by holders of the Common Stock is other than solely cash (x) the average of the closing sale prices per share of the Common Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In connection with the Offering, the Company caused Articles Supplementary classifying 3,500,000 shares of the Series B Preferred Stock to be filed with the
Item 8.01 Other Events. Underwriting Agreement
The 3,500,000 shares of Series B Preferred Stock to be issued and sold pursuant to the Underwriting Agreement will be registered on the Company's registration statement on Form S-3 (File No. 333-194976), as amended (the "Registration Statement").
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of
Redemption of Series A Preferred Stock
A copy of the Redemption Notice and a press release issued by the Company with respect to the Redemption are attached hereto as Exhibit 99.2 and 99.3, respectively, and are hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated
August 12, 2014, by and among the several underwriters named in the Underwriting Agreement, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporatedand Morgan Stanley & Co. LLC are acting as the representatives 3.1 Articles Supplementary designating Gramercy Property Trust Inc.'s7.125% Series B Cumulative Redeemable Preferred Stock 4.1 Form of Certificate for Gramercy Property Trust Inc.'s7.125% Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Gramercy Property Trust Inc.'sRegistration Statement on Form 8-A filed with the Securities and Exchange Commissionon August 14, 2014) 5.1 Opinion of Venable LLPregarding legality of the shares 8.1 Opinion of Morgan, Lewis & Bockius, LLPregarding certain tax matters 10.1 First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of GPT Property Trust LP12.1 Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 23.1 Consent of Venable LLP(contained in Exhibit 5.1) 23.2 Consent of Morgan, Lewis & Bockius, LLP(contained in Exhibit 8.1) 99.1 Press Release, dated August 12, 2014, with respect to the pricing of the Offering 99.2 Redemption Notice for the 8.125% Series A Cumulative Redeemable Preferred Stock 99.3 Press Release, dated August 13, 2014, with respect to the Redemption