Gramercy Property Trust Inc. (NYSE:GPT) announced a private placement of 11,535,200 common shares at $4.11 per share for gross proceeds of $47,409,672 on October 4, 2013. The company will issue securities to accredited investors which include initial purchasers for 5,924,171 shares. The investors will receive one Contingent Value Right per common share, which entitles the Contingent Value Right holder to limited downside protection in the form of a one-time cash payment, not to exceed $0.46 per share, in the event the company's volume weighted average share price for 10 trading days period ending March 25, 2014 is less than $4.11 per share. The transaction will include participation from new investors BHR Master Fund, Ltd. and BHR OC Master Fund, Ltd., funds managed by Bay Harbour Management L.C. for 4,561,611 and 1,362,560 shares for $18,748,221.21 and $5,600,121.60 respectively, from Monaco Partners LP, a fund managed by Clark Ventures Inc. for 1,000,000 shares for $4,110,000, from Merestone Partners LP, a fund managed by GID Securities, LLC for 177,939 shares for $ 731,329.29, from Skyland Inc. for 1,000,000 shares for $4,110,000, from Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP, and OC 19 Master Fund, L.P.-LCG, funds managed by Luxor Capital Group, LP for 335,145 shares, 526,969 shares, 109,725 shares, and 28,161 shares for $1,377,445.95, $2,165,842.59, $450,969.75, and $115,741.71 respectively, from Cohen & Steers Total Return Realty Fund, Inc, Cohen & Steers Quality Income Realty Fund, Inc., and Cohen & Steers REIT and Preferred Income Fund, Inc., funds managed by Cohen & Steers Inc. for 118,233 shares, 1,589,355 shares, and 725,502 shares for $485,937.63, $6,532,249.05, and $2,981,813.22 respectively. The company will issue securities pursuant to exemption provided under Regulation D.

The shares issued will be subject to a hold period expiring on March 25, 2014. Morgan Stanley & Co. LLC will act as financial advisor and sole placement agent and to the company for the transaction. Venable LLP and James W. McKenzie of Morgan, Lewis & Bockius LLP will act as legal advisors to the company for the transaction. Jeffrey L. Kochian of Akin Gump Strauss Hauer & Feld LLP will act as legal advisor to Bay Harbour Management L.C. for the transaction. The company will pay cash commission of $550,000 to the placement agent. The company will also pay a placement fee of 4% of the aggregate price of any shares issued investors apart from Bay Harbour Management L.C. The placement agent is also entitled to receive any out-of-pocket expenses incurred in connection with transaction including without limitation, travel expenses and the professional fees and expenses incurred, including reasonable fees and expenses of counsel engaged with the company's consent. The first tranche of the transaction is expected to occur on or about October 7, 2013. The company expects to issue shares to funds managed by Bay Harbour Management L.C. on or about October 8, 2013 but no later than two days of closing of the first tranche.