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EX-99.1 - EX-99.1 - CORPORATE PROPERTY ASSOCIATES 14 INC | y91189exv99w1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
May 2, 2011
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) |
000-25771 (Commission File Number) |
13-3951476 (IRS Employer Identification Number) |
50 Rockefeller Plaza New York, NY (Address of principal executive offices) |
10020 (Zip Code) |
(212) 492-1100
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously disclosed, Corporate Property Associates 14 Incorporated, a Maryland corporation
(CPA®:14), entered into an Agreement and Plan of Merger, dated as of December 13,
2010, with Corporate Property Associates 16 Global Incorporated, a Maryland corporation
(CPA®:16 Global), CPA 16 Acquisition Inc., CPA 16 Holdings Inc., CPA 16 Merger Sub
Inc. (CPA 16 Merger Sub), CPA 14 Sub Inc., W. P. Carey & Co. LLC (W. P. Carey) and, for the
limited purposes set forth therein, Carey Asset Management Corp. (the Advisor) and W. P. Carey &
Co. B.V. (the Merger Agreement). On April 26, 2011, the merger of CPA®:14 with and
into CPA 16 Merger Sub (the Merger) was approved by an affirmative vote of the holders of more
than a majority of the outstanding shares of CPA®:14s common stock entitled to vote
thereon. The Merger was consummated and became effective on May 2, 2011. Attached hereto and
incorporated herein by reference as Exhibit 99.1 is the press release regarding the closing of the
Merger.
Immediately prior to the Merger, CPA®:14 sold to (i) Corporate Property Associates
17 Global Incorporated (CPA®:17 Global), pursuant to the Agreement for Sale and
Purchase, dated as of December 13, 2010, by and among CPA®:14 and CPA®:17
Global (the CPA17 Sale Agreement) and (ii) W. P. Carey, pursuant to the Agreement for Sale and
Purchase, dated as of December 13, 2010, by and among CPA®:14 and W. P. Carey (the W.
P. Carey Sale Agreement), interests in an aggregate of six properties consisting primarily of
office, industrial, retail and warehouse facilities located in the United States and Germany for an
aggregate purchase price of approximately $89.5 million in cash, plus the assumption of
approximately $218.6 million of third-party mortgage debt. The purchase price for these properties
was based on their appraised values.
CPA®:14, CPA®:16 Global and CPA®:17 Global are each
managed by W. P. Carey and its affiliates. In connection with the Merger and the sale of the
properties pursuant to the CPA17 Sale Agreement and the W. P. Carey Sale Agreement,
CPA®:14 paid W. P. Carey and its affiliates approximately $52.5 million in fees.
In the Merger, each CPA®:14 stockholder of record on the applicable record date
received total consideration valued at $11.50 per share, comprised of a special cash distribution
of $1.00 per share and the right to elect to receive in the Merger, for each share of
CPA®:14 common stock held, either 1.1932 shares of CPA®:16 Global common
stock, valued at $10.50 based on the estimated net asset value of CPA®:16 Globals
common stock as of September 30, 2010, or cash in the amount of $10.50 per share.
CPA®:14 stockholders of record after the applicable record date and CPA®:14
stockholders who made no election received, in addition to the $1.00 per share special cash
distribution, $10.50 in shares of CPA®:16 Global common stock in the Merger.
CPA®:16 Global stockholders will continue to hold their shares of CPA®:16
Global common stock. In connection with the Merger, stockholders of CPA®:14 merging into
CPA®:16 Global will
receive approximately 57.4 million shares of CPA®:16 Global common stock
and approximately $48.1 million in special distributions. The liquidating shareholders will receive
approximately $444 million in cash based on stockholder elections and approximately $42.3 million in special distributions. In total,
CPA®:14
stockholders will receive total cash of approximately $534.4 million
from special distributions and cash elections.
Under Maryland law, CPA®:14 stockholders who voted against the Merger are entitled
to dissenters rights as a result of the Merger. Any qualifying CPA®:14 stockholders who
wish to exercise their right to demand payment of the fair value of their stock, must make a
written demand on CPA®:16 Global on or before May 22, 2011, which is 20 days from the
date that the articles of merger were filed with the State Department of Assessments and Taxation
of Maryland, for the payment of their CPA®:14 common stock stating the number and class
of shares for which payment is demanded. Additional details regarding CPA®:14
stockholders rights of appraisal are set forth in the joint proxy statement/prospectus filed by
CPA®:14 with the Securities and Exchange Commission on March 11, 2011.
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The foregoing descriptions of the Merger Agreement, the CPA17 Sale Agreement and the W. P.
Carey Sale Agreement and the transactions contemplated thereby do not purport to be complete and
are subject to, and qualified in their entirety by, reference to the Merger Agreement, CPA17 Sale
Agreement and W. P. Carey Sale Agreement. Copies of the Merger Agreement, CPA17 Sale Agreement and
W. P. Carey Sale Agreement were attached as Exhibit 2.1, 10.1 and 10.2, respectively, to
CPA®:14s Current Report on Form 8-K filed with the Securities and Exchange Commission
on December 14, 2010 and are incorporated herein by reference.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The information disclosed in Item 2.01 is hereby incorporated by reference.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
The information disclosed in Item 2.01 is hereby incorporated by reference.
Cautionary Statement Concerning Forward-Looking Statement:
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among
other things, statements regarding the intent, belief or expectations of CPA®:14 and can
be identified by the use of words such as may, will, should, would, seeks, plans,
believes, expects, anticipates, intends, estimates and other comparable terms. It is
important to note that CPA®:14s actual results could be materially different from those
projected in such forward-looking statements. You should exercise caution in relying on
forward-looking statements as they involve known and unknown risks, uncertainties and other factors
that may materially affect CPA®:14s future results, performance, achievements or
transactions.
Factors that could cause actual results or other outcomes to differ materially from those
described in this Current Report on Form 8-K include, among others: changes in national or regional
economic and business conditions, including changes in interest rates and the availability and cost
of capital; and potential liability under, and changes in, environmental, zoning, tax and other
laws; and other factors.
All subsequent written and oral forward-looking statements attributable to CPA ®:14
or any person acting on its behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. CPA®:14 does not undertake any
obligation to release publicly any revisions to the forward-looking statements to reflect events or
circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of
unanticipated events.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. | Description of Exhibit | |||
99.1 | Press release titled W. P. Carey & Co. Announces Closing of
Merger of CPA®:14 and CPA®:16 Global
issued on May 3, 2011. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
Corporate Property Associates 14 Incorporated |
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Date: May 6, 2011 | By: | /s/ Susan C. Hyde | ||
Susan C. Hyde | ||||
Managing Director and Secretary | ||||
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