GPT Gramercy Property Trust (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2018

Gramercy Property Trust

(BRE Glacier L.P. as successor by merger to Gramercy Property Trust)

90 Park Avenue, 32 nd  Floor, New York, NY 10016

(Address of principal executive offices — zip code)

Registrant’s telephone number, including area code: (212) 297-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion on October 10, 2018 of the transactions contemplated by that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of May 6, 2018, by and among Gramercy Property Trust (the “ Company ”), BRE Glacier Parent L.P. (“ Parent ”), BRE Glacier L.P. (“ Merger Sub I ”), BRE Glacier Acquisition L.P. (“ Merger Sub II ”) and GPT Operating Partnership LP (the “ Partnership ”). Pursuant to the terms and conditions set forth in the Merger Agreement, on October 10, 2018, the Company merged with and into Merger Sub I, with Merger Sub I continuing as the surviving entity (the “ Company Merger ”), and, immediately prior to the Company Merger, Merger Sub II merged with and into the Partnership, with the Partnership continuing as the surviving partnership (the “ Partnership Merger ” and, together with the Company Merger, the “ Mergers ”). As a result of these transactions, Merger Sub I remained a wholly-owned subsidiary of Parent and the Partnership became a subsidiary of Merger Sub I, which is the successor by merger to Gramercy Property Trust. Parent is an affiliate of Blackstone Real Estate Partners VIII L.P.

Each 7.125% Series A Cumulative Redeemable Preferred Share (the “ Series A Preferred Shares ”) issued and outstanding immediately prior to the Company Merger Effective time was redeemed in the Company Merger on October 10, 2018 through the payment of approximately $25.05 in cash, without interest and less any required withholding taxes (the “ Redemption Amount ”).

At the effective time of the Partnership Merger (the “ Partnership Merger Effective Time ”), each Class A Partnership Unit of the Partnership (each, a “ Class A Unit ”) (including each Class A Unit in respect of vested LTIP Units of the Partnership that were converted into Class A Units immediately prior to the Partnership Merger Effective Time in accordance with the Merger Agreement) issued and outstanding immediately prior to the Partnership Merger Effective Time (other than Class A Units owned by Merger Sub I as the surviving entity in the Company Merger and certain other Class A Units as set forth in the Merger Agreement) was automatically converted into the right to receive $27.50 in cash, without interest and less any required withholding taxes, or, in lieu of receiving the cash consideration in respect of some or all of a holder’s Class A Units, a qualifying holder of Class A Units that validly elected to do so received for each such Class A Unit one newly issued 5.75% Series B Cumulative Preferred Unit (the “ Series B Preferred Units ”) of the Partnership, as the surviving partnership in the Partnership Merger.

The description of the Company Merger, the Partnership Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on May 7, 2018, and is incorporated by reference herein.

shareholder of the Company (other than the rights of the holders of Common Shares to receive the Merger Consideration and Preferred Shares to receive the Redemption Amount).

Upon the Partnership Merger Effective Time, each holder of Class A Units issued and outstanding immediately prior to the Partnership Merger Effective Time ceased to have any rights as a holder of Class A Units (other than the rights of the holders of Class A Units to receive the cash consideration therefor or, in lieu of receiving the cash consideration, Series B Preferred Units).

The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.