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Executives

Stephen Plavin – Chief Executive Officer

Geoff Jervis – Chief Financial Officer

Tom Ruffing – Chief Credit Officer and Head, Asset Management

Analysts

Capital Trust, Inc. (CT) Q2 2012 Results Earnings Call August 2, 2012 10:00 AM ET

Operator

Hello. And welcome to the Capital Trust Second Quarter 2012 Results 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 performance of the company's investments, the timing of collections, its capabilities to repay indebtedness as it comes due, competition for servicing and investment management assignments.

Its ability to originate investments, the availability of capital and the company's tax status, 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.

There will be a question-and-answer session following the conclusion of this presentation. At that time, I will provide instructions for submitting a question to management.

I will now turn the call over to Stephen Plavin, CEO of Capital Trust.

Stephen Plavin

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

Last night, we filed our 10-Q and announced our results for the second quarter. Following my remarks, Geoff will take you through the quarterly results and also discuss our adjusted balance sheet.

Greater connection with the March 2011 restructuring, CT Legacy REIT, both most of our forward balance sheet investments and our ownership interests in it, is our largest asset. Our management of Legacy REIT focused on maximizing the recovery for all stakeholders, the large users of which are the Capital Trust shareholders.

After generating almost $300 million of payment in the first year of Legacy REITs, there were no repayments during the quarter. Although, there were very significant credit challenges remaining in Legacy REITs, performance remains consistent with our expectations. And we do not expect repayment activity to pick up. We do expect repayment activity to pick up again in 2013, as more underlying loans reach final maturity.

During the quarter, we made a $3 million co-investment in CT High Grade II, an investment vehicle with a single institutional account that has $552 million of invested equity capital.

Also, during the quarter, we purchased $10 million of CMBS with CT High Grade Mezzanines, which now has $249 million of investments. We continued to like the High Grade’s strategy of making and buying low LTV subordinate loans and expect our investment activity to increase in coming quarters.

The investment mandates for CT Opportunity Partners I, achieving a 15% return on commercial real estate debt investments is more difficult in the current low rate environment.

We continue to avoid taking opportunistic equity like risks for capitalized debt return. We made a small $1 million purchase of debt related to an existing investment during the quarter at a $20 million investment post quarter end.

The CT Investment Management Company or CTIMCO, are wholly-owned investment management subsidiary. We have $5 million of revenue prior to GAAP eliminations in the second quarter. CTIMO maintains strong capabilities in a wide array of activities, lending, investing, asset management, capital raising, special servicing and operating public company parent.

Our special servicing business is very active as many of the five year peak of the market loans where we are named special service to mature this year and require restructuring. We have a strong capability in working out large structured floating rate loans to securitized senior mortgages and multiple charges of subordinate debt.

We believe that 2012 will be a good advantage for commercial real estate debt and that in general, real estate fundamentals will improve from current levels. We expect sales and recapitalization activity increase, as more high loans and value financing to reach truly final maturity, more lenders that force through new portfolios because of regulatory pressure, and terms of new transactions improve for sellers due to lenders and buyer’s motivation to deploy capital and find yield.

In the completion of the markdown process, there is still $55 billion of loans in CMBS special servicing loans, along with increasing loan maturities. We’ll generate opportunities for those investors best position in the market.

The strength of our platform has generated significant interest from firms interested in initiating or expanding their direct investment activity into commercial mortgage debt, be a transaction with CT and/or CTIMCO.

To help further develop and evaluate this interest and in order to maximize shareholder value, we formed a special committee of the Board of Directors, engaged Evercore Partners and on May 15th, announced that we were exploring strategic alternatives.

As a matter of policy, the company will not comment or provide the market with updates as to the status or expiration of strategic alternatives. Until such time, if ever, that it enters into a definitive agreement for completed transaction or as otherwise required to make an announcement. As such, we will not take any questions regarding this topic in the Q&A.

And with that, I will turn it over to Geoff.

Geoff Jervis

Thank you, Steve, and good morning, everyone. As Steve mentioned, last night we reported our earnings for the second quarter of 2012 and filed our 10-Q. Consolidated GAAP net income for the quarter was $2.3 million or $0.09 per share on a diluted basis. If we exclude the impact of the CT Legacy REIT consolidation from Q1’s numbers, these results are generally consistent with the first quarter.

At quarter end, total consolidated assets on the balance sheet stood at $584 million. The total consolidated liabilities were $562 million, resulting in total GAAP equity of $22 million. But still not an ideal picture of our economic position, the clarity of our GAAP balance sheet continues to improve.

As we’ve discussed on previous calls, we report our adjusted balance sheet and provide a detailed description of the adjustments in both the earnings press release we filed last night and also in the MD&A section of our 10-Q. We believe that our adjusted balance sheet allows investors to better understand the economic condition of the company.

Despite its complex GAAP financial statements, CT’s business is straightforward. Our primary line of business, commercial real estate debt investment management is executed through our CTIMCO investment management and special servicing platform, $4.8 billion of assets under management from mandates that include management of capital trust, management of CT Legacy REIT, management of our private equity funds and separate accounts, collateral management of commercial real estate CDOs and special servicing of securitized loan investments for both CTIMCO managed vehicles and third parties.

The company’s largest asset is its investment in CT Legacy REIT. As of quarter end, on a fair value basis CT Legacy REIT had adjusted asset and equity of roughly $106 million. We own a 100% of CT Legacy REIT Class A-1 shares, 14% of Class A-2 share, and 8% of Class B shares, resulting in an aggregate investment in CT Legacy REIT of $49 million on an adjusted basis.

Our interest in CT Legacy REIT, however, is subject to our obligations under the related nonrecourse secured notes and management incentive awards plans. The secured notes have a $7 million face amount. However, they will require a cash repayment of $11 million in order to be satisfied. These notes are nonrecourse to CT and are secured solely by a portion of CT’s equity interest in the Class A common stock of CT Legacy REIT.

The management incentive awards plan provide for the participation in up to 6.75% of the net equity recovery of CT Legacy REIT. Net of these two obligations, CT’s adjusted book value in the CT Legacy REIT portfolio is $31 million, and as Steve mentioned, this recovery remains subject to material risk.

In addition to CTIMCO and CT Legacy REIT, our adjusted assets as of June 30th, include unrestricted cash of $35 million and $11 million co-investment in CT Opportunity Partners 1 and our new $3 million co-investment in CT High Grade Partners II.

In the aggregate, our adjusted assets stood at $103 million as of quarter end. We have no recourse debt and our adjusted liabilities of $24 million are primarily comprised of the aforementioned secured notes and the management incentive awards plan, both related exclusively to our interest in CT Legacy REIT.

Adjusted shareholders’ equity was $80 million at quarter end, and on a fully diluted basis, book value per share was $3.21. Cash income for the period was $1.4 million and $2.2 million year-to-date. Our total cash balance increased by $3 million quarter-to-quarter almost exclusively due to our making a $3 million co-investment in CT High Grade Partners II.

Turning to our investment management business, all of our investment management activities are conducted through CTIMCO, our wholly owned taxable investment management subsidiary. Our investment management platform earned $5 million of gross revenues during the quarter. They are continuing to be a positive cash flow business.

During the quarter, we made one investment for CT Opportunity Partners and subsequent to quarter end, we originated an additional investment. Do not anticipate material additional investments in this fund as this investment period end in September.

CTIMCO’s other active private equity business line, the high grade businesses, as we refer to it, is investing on a nondiscretionary separate account basis with the CT High Grade 1 investor. We invested $10 million during the quarter and our currently working on additional opportunities.

Turning to CT Legacy REIT, as we discussed on previous calls, in connection with our March 2011 restructuring, we transferred substantially all of our directly held interest earning assets to a newly formed entity, CT Legacy REIT, along with all of our remaining Legacy liabilities.

At June 30th, CT Legacy REIT’s portfolio’s interest earning assets included 17 loans with a principal balance of $345 million, a book balance of $209 million and a fair value of $185 million. In addition, CT Legacy REIT held 13 securities with a principal balance of $139 million, book balance of $8 million, and a fair value, excluding CDO residual interest, of $2 million.

Since its inception in March 2011, CT Legacy REIT has collected $299 million, or 60%, of the initial net book value of the Legacy portfolio. The portfolio continues to perform as expected, and despite the flurry of payoffs received last year, we do not experience similar activity in the first half of 2012 as the portfolio has been culled down to the more difficult and longer term assets.

During the same timeframe, CT Legacy REIT has repaid $292 million of liabilities representing 75% of their post-restructuring balance, bringing total debt at quarter end to $96 million.

In February 2012, the company refinanced CT Legacy REIT’s JPMorgan repurchase facility and its mezzanine loan with a single new repurchase facility with JPMorgan. The facility matures in December of 2014, carries a rate of LIBOR plus 6% as of June 30th and as pay down hurdles and associated potential rate increases going forward.

At June 30th, adjusted shareholders’ equity at CT Legacy REIT was $106 million. As I mentioned previously, this translates to a $49 million investment in CT on an adjusted basis or $31 million net of our obligations under the related secured notes and management incentive awards plan.

And with that, I will turn it back to Steve.

Stephen Plavin

Thanks, Geoff. Rio, could you open the call to Q&A please?

Question-and-Answer Session

Operator

(Operator Instructions) And it appears that we have no questions. (Operator Instructions) and it appears that we have no questions at this time.

Stephen Plavin

Thank you everyone. We appreciate your interest. Look forward to reporting to you next quarter.

Operator

This concludes our conference for today. You may now disconnect your lines. And everyone have a great day.

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