NEW YORK CITY — Gramercy Capital Corp. has entered an agreement to acquire American Financial Realty Trust for $3.4 billion, including the assumption of American Financial’s debts. Gramercy will acquire, under the merger agreement, all of American Financial’s common stock for a per-share consideration of $5.50 in cash, as well as 0.12 shares of Gramercy common stock. The acquisition creates an integrated commercial real estate finance and operating company and transforms Gramercy into a more than $7 billion diversified enterprise. Gramercy is expected to own 27 million square feet of commercial real estate in 37 states upon the transaction’s completion, in addition to its $3.5 billion of debt investments. The transaction is expected to close near the end of first quarter 2008.

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