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8-K - FORM 8-K - CORPORATE PROPERTY ASSOCIATES 16 GLOBAL INC | c10353e8vk.htm |
EX-99.3 - EXHIBIT 99.3 - CORPORATE PROPERTY ASSOCIATES 16 GLOBAL INC | c10353exv99w3.htm |
EX-99.2 - EXHIBIT 99.2 - CORPORATE PROPERTY ASSOCIATES 16 GLOBAL INC | c10353exv99w2.htm |
EX-23.1 - EXHIBIT 23.1 - CORPORATE PROPERTY ASSOCIATES 16 GLOBAL INC | c10353exv23w1.htm |
EX-99.4 - EXHIBIT 99.4 - CORPORATE PROPERTY ASSOCIATES 16 GLOBAL INC | c10353exv99w4.htm |
EX-99.5 - EXHIBIT 99.5 - CORPORATE PROPERTY ASSOCIATES 16 GLOBAL INC | c10353exv99w5.htm |
Exhibit 99.1
PART I
Item 1. Business.
(a) General Development of Business
Overview:
Corporate Property Associates 16 Global Incorporated (together with its consolidated
subsidiaries and predecessors, we, us or our) is a publicly owned, non-actively traded real
estate investment trust (REIT) that primarily invests in commercial properties leased to
companies domestically and internationally. As a REIT, we are required, among other things, to
distribute at least 90% of our REIT net taxable income to our shareholders and meet certain tests
regarding the nature of our income and assets, and we are not subject to United States (U.S.)
federal income tax with respect to the portion of our income that meets certain criteria and is
distributed annually to shareholders.
Our core investment strategy is to own and manage a portfolio of properties leased to a diversified
group of companies on a single tenant net lease basis. Our net leases generally require the tenant
to pay substantially all of the costs associated with operating and maintaining the property, such
as maintenance, insurance, taxes, structural repairs and other operating expenses. Leases of this
type are referred to as triple-net leases. We generally seek to include in our leases:
| clauses providing for mandated rent increases or periodic rent increases over the term of the lease tied to increases in the Consumer Price Index (CPI) or other similar indices for the jurisdiction in which the property is located or, when appropriate, increases tied to the volume of sales at the property; | ||
| indemnification for environmental and other liabilities; | ||
| operational or financial covenants of the tenant; and | ||
| guarantees of lease obligations from parent companies or letters of credit. |
We have in the past and may in the future invest in mortgage loans that are collateralized by real
estate.
We are managed by W. P. Carey & Co. LLC (WPC) through certain of its wholly-owned subsidiaries
(collectively, the advisor). WPC is a publicly traded company listed on the New York Stock
Exchange under the symbol WPC.
The advisor provides both strategic and day-to-day management services for us, including capital
funding services, investment research and analysis, investment financing and other investment
related services, asset management, disposition of assets, investor relations and administrative
services. The advisor also provides office space and other facilities for us. We pay asset
management fees and certain transactional fees to the advisor and also reimburse the advisor for
certain expenses. The advisor also serves in this capacity currently for other REITs that it formed
under the Corporate Property Associates brand: Corporate Property Associates 14 Incorporated
(CPA®:14), Corporate Property Associates 15 Incorporated (CPA®:15) and
Corporate Property Associates 17 Global Incorporated (CPA®:17), collectively,
including us, the CPA® REITs.
We were formed as a Maryland corporation in June 2003. We commenced our initial public offering in
December 2003. Through two public offerings we sold a total of 110,331,881 shares of our common
stock for a total of $1.1 billion in gross offering proceeds. We completed our second public
offering in December 2006. Through December 31, 2009, we have also issued 13,795,464 shares ($137.4
million) through our distribution reinvestment and stock purchase plan. These proceeds were used
along with non-recourse mortgage debt to purchase our property portfolio. We have repurchased
7,134,071 shares ($65.6 million) of our common stock under a redemption plan from inception through
December 31, 2009.
Our principal executive offices are located at 50 Rockefeller Plaza, New York, NY 10020 and our
telephone number is (212) 492-1100. We have no employees. The advisor employs 156 individuals who
are available to perform services for us.
Significant Developments during 2009:
Acquisition/Disposition Activity During 2009, we completed three acquisition transactions. With
one of our affiliates, we acquired a property in Hungary for $93.6 million, inclusive of
noncontrolling interest of $45.9 million. We contributed $64.2 million to a venture in which we,
our advisor and another affiliate completed a net lease financing transaction with The New York
Times Company. We account for our interest in this venture under the equity method of accounting.
In addition, we entered into a domestic build-to-suit expansion project for $4.5 million that we
completed in July 2009. Upon completion, we sold the expansion together with the pre-existing
property for $50.6 million. Amounts above are based on the exchange rate of the Euro at the dates
of acquisition/financing where appropriate. Our portion of financing obtained in connection with
this 2009 investment activity totaled $57.8 million.
Impairment Charges During 2009, we incurred impairment charges totaling $59.6 million, inclusive
of noncontrolling interests totaling $12.8 million. Included in this total are impairment charges
totaling $5.1 million related to discontinued operations and $3.6 million related to two
unconsolidated joint ventures. Of the total impairment charges incurred during 2009, $53.7 million,
inclusive of noncontrolling interests totaling $12.7 million, related to six tenants that
experienced financial difficulties and/or filed for bankruptcy.
Net Asset Values As a result of the overall continued weakness in the economy during 2009, our
estimated net asset value per share as of December 31, 2009 decreased to $9.20, a 6.1% decline from
our December 31, 2008 estimated net asset value per share of $9.80.
(b) Financial Information About Segments
We operate in one industry segment, real estate ownership, with domestic and foreign investments.
Refer to the Segment Information footnote in the consolidated financial statements for financial
information about this segment.
(c) Narrative Description of Business
Business Objectives and Strategy
We invest primarily in income-producing commercial real estate properties that are, upon
acquisition, improved or developed or that will be developed within a reasonable time after
acquisition.
Our objectives are to:
| own a diversified portfolio of triple-net leased real estate and other real estate related investments; | ||
| fund distributions to shareholders; and | ||
| increase our equity in our real estate by making regular principal payments on mortgage loans for our properties. |
We seek to achieve these objectives by investing in and holding commercial properties that are
generally triple-net leased to a single corporate tenant. We intend our portfolio to be diversified
by tenant, facility type, geographic location and tenant industry.
2
Our Portfolio
At December 31, 2009, our portfolio was comprised of our full or partial ownership interests in 386
properties, substantially all of which were triple-net leased to 79 tenants, and totaled
approximately 27 million square feet (on a pro rata basis) with an occupancy rate of approximately
99%. Our portfolio had the following property and lease characteristics:
Geographic Diversification
Information regarding the geographic diversification of our properties at December 31, 2009 is set
forth below (dollars in thousands):
Consolidated Investments | Equity Investments in Real Estate (b) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Region | Revenue (a) | Lease Revenue | Revenue (a) | Lease Revenue | ||||||||||||
United States |
||||||||||||||||
East |
$ | 31,845 | 17 | % | $ | 10,637 | 23 | % | ||||||||
Midwest |
27,354 | 14 | 1,414 | 3 | ||||||||||||
South |
26,266 | 14 | 4,672 | 10 | ||||||||||||
West |
20,109 | 11 | 2,332 | 5 | ||||||||||||
Total U.S. |
105,574 | 56 | 19,055 | 41 | ||||||||||||
International |
||||||||||||||||
Europe
(c) |
77,982 | 41 | 26,732 | 59 | ||||||||||||
Asia |
3,844 | 2 | | | ||||||||||||
Canada |
2,510 | 1 | | | ||||||||||||
Mexico |
377 | | | | ||||||||||||
Total Non-U.S. |
84,713 | 44 | 26,732 | 59 | ||||||||||||
Total |
$ | 190,287 | 100 | % | $ | 45,787 | 100 | % | ||||||||
(a) | Reflects annualized contractual minimum base rent for the fourth quarter of 2009. | |
(b) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2009 from equity investments in real estate. | |
(c) | Reflects investments in Finland, France, Germany, Hungary, Poland, Sweden, and the United Kingdom. |
Property Diversification
Information regarding our property diversification at December 31, 2009 is set forth below (dollars
in thousands):
Consolidated Investments | Equity Investments in Real Estate (b) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Property Type | Revenue (a) | Lease Revenue | Revenue (a) | Lease Revenue | ||||||||||||
Industrial |
$ | 85,589 | 46 | % | $ | 6,250 | 14 | % | ||||||||
Warehouse/distribution |
36,633 | 19 | 636 | 1 | ||||||||||||
Retail |
36,069 | 19 | 8,132 | 18 | ||||||||||||
Office |
23,744 | 12 | 20,765 | 45 | ||||||||||||
Other
Properties
(c) |
8,252 | 4 | 10,004 | 22 | ||||||||||||
Total |
$ | 190,287 | 100 | % | $ | 45,787 | 100 | % | ||||||||
(a) | Reflects annualized contractual minimum base rent for the fourth quarter of 2009. | |
(b) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2009 from equity investments in real estate. | |
(c) | Other properties include hospitality and educational properties, residential, self-storage facilities as well as undeveloped land. |
3
Tenant Diversification
Information regarding our tenant diversification at December 31, 2009 is set forth below (dollars
in thousands):
Consolidated Investments | Equity Investments in Real Estate (c) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Tenant Industry (a) | Revenue (b) | Lease Revenue | Revenue (b) | Lease Revenue | ||||||||||||
Retail trade |
$ | 55,001 | 29 | % | $ | 8,177 | 18 | % | ||||||||
Chemicals, plastics, rubber, and glass |
19,749 | 10 | | | ||||||||||||
Automotive |
18,229 | 10 | 423 | 1 | ||||||||||||
Healthcare, education and childcare |
12,053 | 6 | | | ||||||||||||
Transportation cargo |
10,322 | 5 | | | ||||||||||||
Telecommunications |
10,058 | 5 | | | ||||||||||||
Construction and building |
9,373 | 5 | | | ||||||||||||
Consumer and non-durable goods |
9,255 | 5 | | | ||||||||||||
Beverages, food, and tobacco |
8,424 | 4 | | | ||||||||||||
Electronics |
8,207 | 4 | 5,992 | 13 | ||||||||||||
Business and commercial services |
6,916 | 4 | | | ||||||||||||
Machinery |
4,177 | 2 | 2,433 | 6 | ||||||||||||
Grocery |
3,450 | 2 | | | ||||||||||||
Hotels and gaming |
3,000 | 2 | | | ||||||||||||
Media: printing and publishing |
2,126 | 1 | 6,591 | 14 | ||||||||||||
Textiles, leather, and apparel |
1,992 | 1 | 1,836 | 4 | ||||||||||||
Aerospace and defense |
1,389 | 1 | 1,573 | 4 | ||||||||||||
Insurance |
1,313 | 1 | 3,786 | 8 | ||||||||||||
Buildings and real estate |
| | 6,497 | 14 | ||||||||||||
Federal, state and local government |
| | 4,348 | 9 | ||||||||||||
Transportation personal |
| | 3,499 | 8 | ||||||||||||
Other (d) |
5,253 | 3 | 632 | 1 | ||||||||||||
Total |
$ | 190,287 | 100 | % | $ | 45,787 | 100 | % | ||||||||
(a) | Based on the Moodys Investors Service, Inc. classification system and information provided by the tenant. | |
(b) | Reflects annualized contractual minimum base rent for the fourth quarter of 2009. | |
(c) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2009 from equity investments in real estate. | |
(d) | Includes revenue from tenants in our consolidated investments in the following industries: consumer services (1%), mining, metals and primary metal (1%) and utilities (1%). For our equity investments in real estate, Other consists of revenue from tenants in mining, metals and primary metal. |
Lease Expirations
At December 31, 2009, lease expirations of our properties were as follows (dollars in thousands):
Consolidated Investments | Equity Investments in Real Estate (b) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Year of Lease Expiration | Revenue (a) | Lease Revenue | Revenue (a) | Lease Revenue | ||||||||||||
2010 2013 |
$ | | | % | $ | 1,573 | 3 | % | ||||||||
2014 |
| | 3,499 | 8 | ||||||||||||
2015 |
596 | | 3,786 | 8 | ||||||||||||
2016 |
3,279 | 2 | 3,575 | 8 | ||||||||||||
2017 |
2,000 | 1 | | | ||||||||||||
2018 2019 |
4,773 | 3 | 4,348 | 9 | ||||||||||||
2020 2024 |
60,077 | 32 | 19,515 | 43 | ||||||||||||
2025 2029 |
74,995 | 39 | 5,535 | 12 | ||||||||||||
2030 and thereafter |
44,567 | 23 | 3,956 | 9 | ||||||||||||
Total |
$ | 190,287 | 100 | % | $ | 45,787 | 100 | % | ||||||||
(a) | Reflects annualized contractual minimum base rent for the fourth quarter of 2009. | |
(b) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2009 from equity investments in real estate. |
4
Asset Management
We believe that effective management of our assets is essential to maintain and enhance property
values. Important aspects of asset management include restructuring transactions to meet the
evolving needs of current tenants, re-leasing properties, refinancing debt, selling assets and
knowledge of the bankruptcy process.
The advisor monitors, on an ongoing basis, compliance by tenants with their lease obligations and
other factors that could affect the financial performance of any of our properties. Monitoring
involves receiving assurances that each tenant has paid real estate taxes, assessments and other
expenses relating to the properties it occupies and confirming that appropriate insurance coverage
is being maintained by the tenant. For international compliance, the advisor also utilizes third
party asset managers for certain investments. The advisor reviews financial statements of our
tenants and undertakes regular physical inspections of the condition and maintenance of our
properties. Additionally, the advisor periodically analyzes each tenants financial condition, the
industry in which each tenant operates and each tenants relative strength in its industry.
Holding Period
We intend to hold each property we invest in for an extended period. The determination of whether a
particular property should be sold or otherwise disposed of will be made after consideration of
relevant factors, including prevailing economic conditions, with a view to achieving maximum
capital appreciation for our shareholders or avoiding increases in risk. No assurance can be given
that this objective will be realized.
Our intention is to consider alternatives for providing liquidity for our shareholders generally
commencing eight years following the investment of substantially all of the net proceeds from our
initial public offering. We completed the investment of substantially all of the net proceeds of
our initial public offering during 2006. While we have substantially invested the proceeds of our
offerings, we expect to continue to participate in future investments with our affiliates to the
extent we have funds available for investment. We may provide liquidity for our shareholders
through sales of assets, either on a portfolio basis or individually, a listing of our shares on a
stock exchange, a merger (which may include a merger with one or more of our affiliated
CPA® REITs and/or with the advisor) or another transaction approved by our board of
directors. We are under no obligation to liquidate our portfolio within any particular period since
the precise timing will depend on real estate and financial markets, economic conditions of the
areas in which the properties are located and tax effects on shareholders that may prevail in the
future. Furthermore, there can be no assurance that we will be able to consummate a liquidity
event. In the most recent instances in which CPA® REIT shareholders were provided with
liquidity, the liquidating entity merged with another, later-formed CPA® REIT. In each
of these transactions, shareholders of the liquidating entity were offered the opportunity to
exchange their shares for shares of the merged entity, cash or a short-term note.
Financing Strategies
Consistent with our investment policies, we use leverage when available on favorable terms. We
generally borrow in the same currency that is used to pay rent on the property. This enables us to
mitigate a portion of our currency risk on international investments. Substantially all of our
mortgage loans are non-recourse and provide for monthly or quarterly installments, which include
scheduled payments of principal. At December 31, 2009, 96% of our mortgage financing bore interest
at fixed rates. Approximately 46% of our variable rate debt currently bears interest at fixed rates
but will reset in the future, pursuant to the terms of the mortgage contracts. Accordingly, our
near term cash flow should not be adversely affected by increases in interest rates. The advisor
may refinance properties or defease a loan when a decline in interest rates makes it profitable to
prepay an existing mortgage loan, when an existing mortgage loan matures or if an attractive
investment becomes available and the proceeds from the refinancing can be used to purchase the
investment. There is no assurance that existing debt will be refinanced at lower rates of interest
as the debt matures. The benefits of the refinancing may include an increased cash flow resulting
from reduced debt service requirements, an increase in distributions from proceeds of the
refinancing, if any, and/or an increase in property ownership if some refinancing proceeds are
reinvested in real estate. The prepayment of loans may require us to pay a yield maintenance
premium to the lender in order to pay off a loan prior to its maturity.
5
A lender on non-recourse mortgage debt generally has recourse only to the property collateralizing
such debt and not to any of our other assets, while unsecured financing would give a lender
recourse to all of our assets. The use of non-recourse debt, therefore, helps us to limit the
exposure of our assets to any one debt obligation. Lenders may, however, have recourse to our other
assets in limited
circumstances not related to the repayment of the indebtedness, such as under an environmental
indemnity or in the case of fraud. Lenders may also seek to include in the terms of mortgage loans
provisions making the termination or replacement of the advisor an event of default or an event
requiring the immediate repayment of the full outstanding balance of the loan. We will attempt to
negotiate loan terms allowing us to replace or terminate the advisor. Even if we are successful in
negotiating such provisions, the replacement or termination of the advisor may require the prior
consent of the mortgage lenders.
A majority of our financing requires us to make a lump-sum or balloon payment at maturity. At
December 31, 2009, scheduled balloon payments for the next five years were as follows (in
thousands):
2010 |
$ | | ||
2011 |
| (a) | ||
2012 |
29,000 | (b) | ||
2013 |
| |||
2014 |
73,900 | (a) |
(a) | Excludes our pro rata share of mortgage obligations of equity investments in real estate totaling $8.4 million in 2011 and $104.8 million in 2014. | |
(b) | Inclusive of amounts attributable to noncontrolling interests totaling $14.5 million. |
Investment Strategies
We invest primarily in income-producing properties that are, upon acquisition, improved or being
developed or that are to be developed within a reasonable period after acquisition.
Most of our properties are subject to long-term net leases and were acquired through sale-leaseback
transactions in which we acquire properties from companies that simultaneously lease the properties
back from us. These sale-leaseback transactions provide the lessee company with a source of capital
that is an alternative to other financing sources such as corporate borrowing, mortgaging real
property, or selling shares of its stock.
Our sale-leaseback transactions may occur in conjunction with acquisitions, recapitalizations or
other corporate transactions. We may act as one of several sources of financing for these
transactions by purchasing real property from the seller and net leasing it back to the seller or
its successor in interest (the lessee).
In analyzing potential net lease investment opportunities, the advisor reviews all aspects of a
transaction, including the creditworthiness of the tenant or borrower and the underlying real
estate fundamentals, to determine whether a potential acquisition satisfies our investment
criteria. The advisor generally considers, among other things, the following aspects of each
transaction:
Tenant/Borrower Evaluation The advisor evaluates each potential tenant or borrower for their
creditworthiness, typically considering factors such as management experience, industry position
and fundamentals, operating history, and capital structure, as well as other factors that may be
relevant to a particular investment. The advisor seeks opportunities in which it believes the
tenant may have a stable or improving credit profile or the credit profile has not been recognized
by the market. In evaluating a possible investment, the creditworthiness of a tenant or borrower
will often be a more significant factor than the value of the underlying real estate, particularly
if the underlying property is specifically suited to the needs of the tenant; however, in certain
circumstances where the real estate is attractively valued, the creditworthiness of the tenant may
be a secondary consideration. Whether a prospective tenant or borrower is creditworthy will be
determined by the advisors investment department and its investment committee, as described below.
However, creditworthy does not mean investment grade.
Properties Important to Tenant/Borrower Operations The advisor generally focuses on properties
that it believes are essential or important to the ongoing operations of the tenant. The advisor
believes that these properties provide better protection generally as well as in the event of a
bankruptcy, since a tenant/borrower is less likely to risk the loss of a critically important lease
or property in a bankruptcy proceeding or otherwise.
Diversification The advisor attempts to diversify our portfolio to avoid dependence on any one
particular tenant, borrower, collateral type, geographic location or tenant/borrower industry. By
diversifying our portfolio, the advisor seeks to reduce the adverse effect of a single
under-performing investment or a downturn in any particular industry or geographic region.
6
Lease Terms Generally, the net leased properties in which we invest will be leased on a full
recourse basis to our tenants or their affiliates. In addition, the advisor generally seeks to
include a clause in each lease that provides for increases in rent over the term of the lease.
These increases are fixed or tied to increases in indices such as the CPI, or other similar indices
in the jurisdiction in which the property is located, but may contain caps or other limitations,
either on an annual or overall basis. Further, in some jurisdictions (notably Germany), these
clauses must provide for rent adjustments based on increases or decreases in the relevant index. In
the case of retail stores and hotels, the lease may provide for participation in gross revenues
above a stated level. Alternatively, a lease may provide for mandated rental increases on specific
dates or other methods.
Collateral Evaluation The advisor reviews the physical condition of the property and conducts a
market evaluation to determine the likelihood of replacing the rental stream if the tenant defaults
or of a sale of the property in such circumstances. The advisor will also generally engage third
parties to conduct, or require the seller to conduct, Phase I or similar environmental site
assessments (including a visual inspection for the potential presence of asbestos) in an attempt to
identify potential environmental liabilities associated with a property prior to its acquisition.
If potential environmental liabilities are identified, the advisor generally requires that
identified environmental issues be resolved by the seller prior to property acquisition or, where
such issues cannot be resolved prior to acquisition, requires tenants contractually to assume
responsibility for resolving identified environmental issues post-closing and provide
indemnification protections against any potential claims, losses or expenses arising from such
matters. Although the advisor generally relies on its own analysis in determining whether to make
an investment, each real property to be purchased by us will be appraised by an independent
appraiser. The contractual purchase price (plus acquisition fees, but excluding acquisition
expenses, payable to the advisor) for a real property we acquire will not exceed its appraised
value, unless approved by our independent directors. The appraisals may take into consideration,
among other things, the terms and conditions of the particular lease transaction, the quality of
the lessees credit and the conditions of the credit markets at the time the lease transaction is
negotiated. The appraised value may be greater than the construction cost or the replacement cost
of a property, and the actual sale price of a property if sold by us may be greater or less than
the appraised value. In cases of special purpose real estate, a property is examined in light of
the prospects for the tenant/borrowers enterprise and the financial strength and the role of that
asset in the context of the tenant/borrowers overall viability. Operating results of properties
and other collateral may be examined to determine whether or not projected income levels are likely
to be met. The advisor also considers factors particular to the laws of foreign countries, in
addition to the risks normally associated with real property investments, when considering an
investment outside the U.S.
Transaction Provisions to Enhance and Protect Value The advisor attempts to include provisions
in our leases it believes may help protect our investment from changes in the operating and
financial characteristics of a tenant that may affect its ability to satisfy its obligations to us
or reduce the value of our investment, such as requiring our consent to specified tenant activity,
requiring the tenant to provide indemnification protections, and requiring the tenant to satisfy
specific operating tests. The advisor may also seek to enhance the likelihood of a tenants lease
obligations being satisfied through a guaranty of obligations from the tenants corporate parent or
other entity or a letter of credit. This credit enhancement, if obtained, provides us with
additional financial security. However, in markets where competition for net lease transactions is
strong, some or all of these provisions may be difficult to negotiate. In addition, in some
circumstances, tenants may retain the right to repurchase the property leased by the tenant. The
option purchase price is generally the greater of the contract purchase price or the fair market
value of the property at the time the option is exercised.
Other Equity Enhancements The advisor may attempt to obtain equity enhancements in connection
with transactions. These equity enhancements may involve warrants exercisable at a future time to
purchase stock of the tenant or borrower or their parent. If warrants are obtained, and become
exercisable, and if the value of the stock subsequently exceeds the exercise price of the warrant,
equity enhancements can help us to achieve our goal of increasing investor returns.
Investment Decisions The advisors investment department, under the oversight of its chief
investment officer, is primarily responsible for evaluating, negotiating and structuring potential
investment opportunities for the CPA® REITs and WPC. Before an investment is made, the
transaction is reviewed by the advisors investment committee. The investment committee is not
directly involved in originating or negotiating potential investments but instead functions as a
separate and final step in the acquisition process. The advisor places special emphasis on having
experienced individuals serve on its investment committee. The advisor generally will not invest in
a transaction on our behalf unless it is approved by the investment committee, except that
investments with a total purchase price of $10 million or less may be approved by either the
chairman of the investment committee or the advisors chief investment officer (up to, in the case
of investments other than long-term net leases, a cap of $30 million or 5% of our estimated net
asset value, whichever is greater, provided that such investments may not have a credit rating of
less than BBB-). For transactions that meet the investment criteria of more than one
CPA® REIT, the chief investment officer has discretion to allocate the investment to or
among the CPA® REITs. In cases where two or more CPA® REITs (or one or more
of the CPA® REITs and the advisor) will hold the investment, a majority of the
independent directors of each CPA® REIT investing in the property must also approve the
transaction.
7
The following people currently serve on the investment committee:
| Nathaniel S. Coolidge, Chairman Former senior vice president and head of the bond and corporate finance department of John Hancock Mutual Life Insurance (currently known as John Hancock Life Insurance Company). Mr. Coolidges responsibilities included overseeing its entire portfolio of fixed income investments. | ||
| Axel K.A. Hansing Currently serving as a senior partner at Coller Capital, Ltd., a global leader in the private equity secondary market, and responsible for investment activity in parts of Europe, Turkey and South Africa. | ||
| Frank J. Hoenemeyer Former vice chairman and chief investment officer of the Prudential Insurance Company of America. As chief investment officer, he was responsible for all of Prudential Insurance Company of Americas investments including stocks, bonds and real estate. | ||
| Dr. Lawrence R. Klein Currently serving as professor emeritus of economics and finance at the University of Pennsylvania and its Wharton School. Recipient of the 1980 Nobel Prize in economic sciences and former consultant to both the Federal Reserve Board and the Presidents Council of Economic Advisors. | ||
| Richard C. Marston Currently the James R.F. Guy Professor of Finance and Economics at the University of Pennsylvania and its Wharton School. Mr. Marston replaced Trevor P. Bond after Mr. Bond was appointed as WPCs Interim Chief Executive Officer on July 6, 2010. | ||
| Nick J.M. van Ommen Former chief executive officer of the European Public Real Estate Association promoting, developing and representing the European public real estate sector, with over twenty years of financial industry experience. | ||
| Dr. Karsten von Köller Currently chairman of Lone Star Germany GmbH, deputy chairman of the Supervisory Board of Corealcredit Bank AG, deputy chairman of the Supervisory Board of MHB Bank AG, and vice chairman of the Supervisory Board of IKB Deutsche Industriebank AG. Former chief executive officer of Eurohypo AG. |
The advisor is required to use its best efforts to present a continuing and suitable investment
program to us but is not required to present to us any particular investment opportunity, even if
it is of a character that, if presented, could be taken by us.
Segments
We operate in one industry segment, real estate ownership with domestic and foreign investments.
For 2009, Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 2) represented 20% of our total
lease revenues, inclusive of noncontrolling interest.
Competition
While historically we faced active competition from many sources for investment opportunities in
commercial properties net leased to major corporations both domestically and internationally, there
was a decrease in such competition as a result of the recent deterioration in the credit and real
estate financing markets. In general, we believe the advisors experience in real estate, credit
underwriting and transaction structuring should allow us to compete effectively for commercial
properties. However, competitors may be willing to accept rates of returns, lease terms, other
transaction terms or levels of risk that we may find unacceptable.
Environmental Matters
Our properties generally are or have been used for commercial purposes, including industrial and
manufacturing properties. Under various federal, state and local environmental laws and
regulations, current and former owners and operators of property may have liability for the cost of
investigating, cleaning-up or disposing of hazardous materials released at, on, under, in or from
the property. These laws typically impose responsibility and liability without regard to whether
the owner or operator knew of or was responsible for the presence of hazardous materials or
contamination, and liability under these laws is often joint and several. Third parties may also
make claims against owners or operators of properties for personal injuries and property damage
associated with releases of hazardous materials. As part of our efforts to mitigate these risks, we
typically engage third parties to perform assessments of potential environmental risks when
evaluating a new acquisition of property, and we frequently obtain contractual protection
(indemnities, cash reserves, letters of credit or other instruments) from property sellers,
tenants, a tenants parent company or another third party to address known or potential
environmental issues.
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Transactions with Affiliates
We enter into transactions with our affiliates, including the other CPA® REITs and our
advisor or its affiliates, if we believe that doing so is consistent with our investment objectives
and we comply with our investment policies and procedures. These transactions typically take the
form of jointly owned ventures, direct purchases of assets, mergers or another type of transaction.
Types of Investments
Substantially all of our investments to date are and will continue to be income-producing
properties which are, upon acquisition, improved or being developed or which will be developed
within a reasonable period of time after their acquisition. These investments have primarily been
through sale-leaseback transactions, in which we invest in properties from companies that
simultaneously lease the properties back from us subject to long-term leases. We have also invested
in domestic hotel properties. Investments are not restricted as to geographical areas.
Other Investments We may invest up to 10% of our net equity in unimproved or
non-income-producing real property and in equity interests. Investment in equity interests in the
aggregate will not exceed five percent of our net equity. Such equity interests are defined
generally to mean stock, warrants or other rights to purchase the stock of, or other interests in,
a tenant of a property, an entity to which we lend money or a parent or controlling person of a
borrower or tenant. We may invest in unimproved or non-income-producing property that the advisor
believes will appreciate in value or increase the value of adjoining or neighboring properties we
own. There can be no assurance that these expectations will be realized. Often, equity interests
will be restricted securities, as defined in Rule 144 under the Securities Act of 1933 (the
Securities Act), which means that the securities have not been registered with the SEC and are
subject to restrictions on sale or transfer. Under this rule, we may be prohibited from reselling
the equity securities until we have fully paid for and held the securities for a period between six
months to one year. It is possible that the issuer of equity interests in which we invest may never
register the interests under the Securities Act. Whether an issuer registers its securities under
the Securities Act may depend on many factors, including the success of its operations.
We will exercise warrants or other rights to purchase stock generally if the value of the stock at
the time the rights are exercised exceeds the exercise price. Payment of the exercise price will
not be deemed an investment subject to the above described limitations. We may borrow funds to pay
the exercise price on warrants or other rights or may pay the exercise price from funds held for
working capital and then repay the loan or replenish the working capital upon the sale of the
securities or interests purchased. We will not consider paying distributions out of the proceeds of
the sale of these interests until any funds borrowed to purchase the interest have been fully
repaid.
We will not invest in real estate contracts of sale unless the contracts are in recordable form and
are appropriately recorded in the applicable chain of title.
Cash resources will be invested in permitted temporary investments, which include short-term U.S.
Government securities, bank certificates of deposit and other short-term liquid investments. To
maintain our REIT qualification, we also may invest in securities that qualify as real estate
assets and produce qualifying income under the REIT provisions of the Internal Revenue Code (the
Code). Any investments in other REITs in which the advisor or any director is an affiliate must
be approved as being fair and reasonable by a majority of the directors (which must include a
majority of the independent directors) who are not otherwise interested in the transaction.
If at any time the character of our investments would cause us to be deemed an investment company
for purposes of the Investment Company Act of 1940, we will take the necessary action to ensure
that we are not deemed to be an investment company. The advisor will continually review our
investment activity, including monitoring the proportion of our portfolio that is placed in various
investments, to attempt to ensure that we do not come within the application of the Investment
Company Act.
Our reserves, if any, will be invested in permitted temporary investments. The advisor will
evaluate the relative risks and rate of return, our cash needs and other appropriate considerations
when making short-term investments on our behalf. The rate of return of permitted temporary
investments may be less than would be obtainable from real estate investments.
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(d) Financial Information About Geographic Areas
See Our Portfolio above and the Segment Information footnote of the consolidated financial
statements for financial information pertaining to our geographic operations.
(e) Available Information
All filings we make with the SEC, including our Annual Report on Form 10-K, our quarterly reports
on Form 10-Q, and our current reports on Form 8-K, and any amendments to those reports, are
available for free on our website, http://www.cpa16.com, as soon as reasonably practicable after
they are filed or furnished to the SEC. Our SEC filings are available to be read or copied at the
SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information regarding
the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.
Our filings can also be obtained for free on the SECs Internet site at http://www.sec.gov. We are
providing our website address solely for the information of investors. We do not intend our website
to be an active link or to otherwise incorporate the information contained on our website into this
report or other filings with the SEC.
We will supply to any shareholder, upon written request and without charge, a copy of this Annual
Report on Form 10-K for the year ended December 31, 2009 as filed with the SEC.
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