Capital Trust, Inc. (CT)

Q4 2010 Earnings Call

April 4, 2011 10:00 AM ET

Executives

Stephen Plavin – CEO and President

Geoffrey Jervis – CFO

Analysts

Brent Christ – Sirios Capital

Presentation

Operator

Hello, and welcome to the Capital Trust Incorporated Management Conference Call. Before we begin, please be advised that the forward-looking statements contained on this conference call are subject to certain risks and uncertainties, including but not limited to the continued credit performance of the Company’s loan and CMBS investments, its asset/liability mix, the effectiveness of the Company’s hedging strategy, the rate of repayment of the Company’s portfolio assets and the impact of these events on the Company’s cash flow, as well as other risks indicated from time-to-time in the Company’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events or circumstances.

It’s now my pleasure to turn conference over to Mr. Stephen Plavin. Please go ahead sir.

Stephen Plavin

Thank you. Good morning, everyone. Thank you for joining us and for your interest in Capital Trust. With me are Geff Jervis, our Chief Financial Officer; and Tom Ruffing, our Chief Credit Officer and Head of Asset Management.

Last Thursday we announced a comprehensive restructuring of all of the company’s outstanding recourse debt obligations and also reported our results for the fourth quarter and the full year via our 10-K filing. Geff will take you through the quarterly and full-year results as well as through the architecture of the restructuring in greater detail. My remarks will focus on why we restructured and what the restructuring accomplishes for CT.

The balance sheet investments that we made during the peak of the market as well as the debt that we used to fund them have been under great pressure since the market downturn. By year-end 2008 we’ve met over $200 million of margin call and the properties underlying our loans and securities were continuing to trend downward. As a result, in March 2009 we completed an interim restructuring that enabled CT to stabilize its liabilities in particular the recourse REPOs for a two-year period of time subject to debt reduction hurdles that we achieved.

In recent quarters, property values have begun to recover. However, we knew that the extent of recovery necessary for many of our assets was greater than what could be achieved within the term of our senior recourse indebtedness. So commencing early in 2010, we embarked on a plan to restructure our liabilities, to reduce debt and provide the time necessary to collect our assets and avoid being forced to sell them prematurely at deep discounts.

We sought a permanent solution whereby our post restructure liabilities would not require further extension or amendment if the legacy assets under our management perform as we expect with reasonable margin for any unanticipated market or asset-specific issues. We also sought to eliminate all legacy recourse of Capital Trust Inc., so that new capital raise and investments made in CT would not be subject to the legacy liabilities.

We considered many structural alternatives and several different capital sources to fund our plan before reaching agreement with Five Mile Capital Partners on a mezzanine loan to a newly formed subsidiary of CT that would acquire the Legacy Assets subject to the REPO debt. The $83 million Five Mile loan funded the cash cost to extinguish the senior credit facility and junior subordinated notes which had a combined balance of 242 million as well as a paid out to the REPO providers and other transaction costs.

By raising the new capital at the subsidiary level rather than at the parent, CT common shareholders were not diluted and our NOLs were preserved. Although CT’s ownership interest in the legacy assets was reduced by the economic participation in the new subsidiary of Five Mile and the former holders of the senior credit facility and junior subordinated notes.

This form of restructure also enabled CT to maintain full economic and management control of CT Investment Management Company or CTIMCO, a wholly owned subsidiary that manages its parent four CT sponsored private equity funds, the four CT CDOs and one-third party-sponsored CDO, the new legacy asset subsidiary and loan workouts to the restructuring as a CMBS special servicer. We have maintained all of the capabilities of our platform and are now very well positioned to continue our capital raising, investing in asset management activities.

Throughout the restructure process, our finance, accounting and capital markets team led by Geff Jervis demonstrated great effort, structural creativity, command of a myriad of highly technical REIT tax and accounting details and the perseverance necessary to complete a complex transaction that required the unanimous consent of well over a dozen counterparties with different motivations that had to agree on structure, economics and documents and close simultaneously. I’d also like to thank Five Mile and all the other parties involved in the transaction.

With that, I’ll turn the call over to Geff to run through the restructure in greater detail as well as the quarterly and full-year results.

Geoffrey Jervis

Thank you, Steve and good morning everyone. Before we get into the restructuring, I want to spend a moment on Q4 and full-year 2010 results that were filed in our Form 10-K on Thursday afternoon.

For the fourth quarter, we recorded net income of $9.9 million or $0.44 per share. The quarter’s income was driven by $9.7 million of operating income on the loan and securities portfolio, $5.4 million of other revenues derived primarily from our investment management subsidiary CTIMCO, $7.6 million of net loan loss recoveries all offset by $10.7 million of securities impairments and G&A of $4.6 million.

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