Issuer
Free Writing Prospectus
Filed
Pursuant to Rule 433
Registration
No. 333-111261
March 24,
2008
Capital
Trust, Inc. is proposing to offer shares of its class A common stock in a
transaction underwritten by Morgan Stanley & Co.,
Incorporated.
The
following information supplements the information contained in the base
prospectus referred to below. References in this free writing
prospectus to “we,” “us,” “our” or “Capital Trust” refer to Capital Trust, Inc.,
a Maryland corporation and its subsidiaries.
Recent
Developments
On March
16, 2008, JPMorgan Chase & Co (“JPMorgan”) entered into an agreement and
plan of merger with The Bear, Stearns Companies Inc. (“Bear Stearns”) pursuant
to which JPMorgan agreed to acquire Bear Stearns, subject to certain closing
conditions and termination rights. The merger agreement was modified on March
24, 2008 to, among other things, increase the consideration payable to
shareholders of Bear Stearns. We can provide no assurance that Bear Stearns’
combination with JPMorgan will be consummated as contemplated in the merger
agreement or at all.
We are
party to master repurchase agreements with subsidiaries of Bear Stearns that
provide for an aggregate $480 million of repurchase obligation financing, the
majority of which matures on August 15, 2008. We have $348 million of
repurchase obligations outstanding under these Bear Stearns repurchase
agreements as of March 24, 2008. We are also a party to a master
repurchase agreement with a subsidiary of JPMorgan that provides for $250
million of repurchase obligation financing, the majority of which matures on
October 29, 2008. We have $187 million of repurchase obligations
outstanding under this JPMorgan repurchase agreement as of March 24,
2008. In the event of a successful combination of JPMorgan and Bear
Stearns, we would experience a material concentration of our repurchase
obligation financing in a single counterparty and an increase in the risks
attendant to such concentration. If Bear Stearns does not consummate its
combination with JPMorgan, we will need to find a replacement for the repurchase
obligation financing provided by Bear Stearns. Please also see “Risk
Factors” in our Annual Report on Form 10-K for the Year ended December 21, 2007
for a discussion of risks related to our repurchase obligations and other
risks.
Capital
Trust has filed a registration statement (including a base prospectus) with the
U.S. Securities and Exchange Commission, or SEC, for the potential offering of
equity securities to
which
this communication relates. A prospectus supplement (together with the
accompanying base prospectus, the “Prospectus”) relating to the offering will be
filed with SEC on or after March 25, 2008. Before you invest, you should read
the Prospectus, the documents incorporated by reference therein and other
documents Capital Trust has filed with the SEC for more complete information
about Capital Trust, Inc. and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, Capital Trust or any underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you request it by
calling toll-free 1-866-718-1649 or you may e-mail a request to prospectus@morganstanley.com.