Gramercy Capital Corp. Announces Pricing of Initial Public Offering


NEW YORK, NY– 28 July 2004 — Gramercy Capital Corp. today announced that it has agreed to sell 12,500,000 shares of common stock in its initial public offering at a price of $15.00 per share, for a total offering of $187.5 million. Gramercy Capital Corp. common stock will be listed on the New York Stock Exchange under the symbol “GKK.” The offering is expected to close on August 2, 2004. Wachovia Securities is the sole book-running manager for the common stock offering. Co-managers for the offering are Merrill Lynch & Co., Banc of America Securities, and JMP Securities. The underwriters of the offering have a 30-day option to purchase up to an additional 1,406,250 shares of our common stock to cover over-allotments, if any. SL Green Realty Corp. (NYSE: SLG), Gramercy Capital Corp.’s sponsor, purchased 25% of the shares in the initial public offering and will purchase additional shares if the underwriters’ over-allotment option is exercised so that SL Green purchases 25% of the total shares sold in this offering.

The common stock will be offered by means of a prospectus. A copy of the prospectus relating to the securities may be obtained by contacting Wachovia Securities, Attn: Prospectus Department, 8739 Research Drive, Charlotte, NC 28262, or 704-593-7559. A registration statement relating to the common stock was filed with, and declared effective by, the U.S. Securities and Exchange Commission on July 27, 2004. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.


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About Gramercy Capital Corp.
Gramercy Capital Corp. is a newly-formed commercial real estate specialty finance company focused on originating and acquiring whole loans, subordinate interests in whole loans, mezzanine loans, and preferred equity interests in entities that own commercial real estate throughout the United States.. Gramercy Capital Corp., which is a real estate investment trust (REIT), will be externally managed and advised by GKK Manager LLC, a subsidiary of SL Green. To receive Gramercy Capital Corp.’s latest news release and other corporate documents, via FAX at no cost, please contact the Chief Financial Officer at 212-297-1000. All releases can also be downloaded directly from the Gramercy Capital Corp. website on or after August 2, 2004 at: www.gramercycapitalcorp.com.

Forward-looking Information
This press release contains forward-looking information based upon Gramercy Capital Corp.’s current best judgment and expectations. Actual results could vary from those presented herein. The risks and uncertainties associated with forward-looking information in this release include the strength of the commercial office real estate markets in New York, competitive market conditions, unanticipated administrative costs, timing of leasing income, general and local economic conditions, interest rates, capital market conditions, tenant bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, many of which are beyond Gramercy Capital Corp.’s control. We undertake no obligation to publicly update or revise any of the forward-looking information. For further information, please refer to Gramercy Capital Corp.’s filings with the Securities and Exchange Commission.