Capital Trust, Inc.

Capital Trust, Inc. recently announced that the firm has formed a $200 million private investment fund, CT Mezzanine Partners I, the first, under a new investment management venture with Citigroup Investments Inc., an affiliate of Citigroup Inc. Capitalized with $150 million from an affiliate of Citigroup Investments and $50 million from Capital' Trust, CT Mezzanine Partners will immediately commence making high-yield commercial real estate "mezzanine" investments. The firms have committed an additional $312.5 million (up to $250 million from Citigroup and $62.5 million from CT) to launch the venture's second fund, CT Mezzanine Partners II, contingent upon minimum total equity commitments of $500 million.

CT Mezzanine Partners I and II and all future funds will he managed exclusively by Capital Trust's wholly-owned subsidiary, CT Investment Management Comp. Salomon Smith Barney Inc., a Citigroup subsidiary, acted as financial advisor to the venture and has been named exclusive placement agent for CT Mezzanine Partners II, which is expected to commence its third-party capital raising efforts within 60 days.

Under the new venture, CT and Citigroup Investments plan to capitalize and manage a series of private investment funds focusing on high-yield commercial real estate "mezzanine" investments.

Capital Trust has agreed to provide the funds a right of first offer on all mezzanine financing opportunities sourced by CT during the funds investment periods.

To facilitate its entry into the investment management business and conversion to REIT status, Capital Trust is modifying the terms of its existing $150 million, 8.25 percent step-up convertible trust-preferred securities. This will entail changes in the coupon structure and call provisions, and a reduction in the conversion price from $11.70 to $7 per share, with no increase in the total number of shares issuable on conversion.