W. P. Carey Inc. Reit · NYSE:WPC
W. P. Carey Inc. Reit — W. P. Carey — Merger or Acquisition (February 2022)
15 slides from W. P. Carey Inc. Reit's merger presentation, Feb 28, 2022
Slide 1: Adds a Well-Diversified Net Lease Portfolio and Attractive Operating Self-Storage Assets
February 2022 Adds a Well-Diversified Net Lease Portfolio and Attractive Operating Self-Storage Assets
Slide 2: Transaction Details
• Acquisition by W. P. Carey (NYSE: WPC) of CPA:18 – Global (“CPA:18”) • Total transaction value of ~$2.7 Bn including $1.1 Bn of debt assumed or repaid at closing • Consideration per CPA:18 share consists of 0.0978x shares of WPC common stock (fixed exchange ratio) and $3.00 of cash (1) • Pro forma
Slide 3: Positive Impact to Earnings; Maintains Strong, Scalable Balance Sheet
Positive Impact to Earnings Maintains Strong, Scalable Balance Sheet ✓ Further solidifies WPC as one of the largest REITs in the RMZ; increases rank to #23 ✓ No material change to balance sheet given size and leverage of CPA:18 ✓ Expect to maintain BBB (stable) and Baa2 (positive) unsecured credit r
Slide 4: Portfolio Progression and Track Record of Integrating Acquisitions
2014 YE 2018 YE Pro Forma CPA:18 CPA Acquisition CPA:16 - $4.0 Bn CPA:17 - $5.9 Bn CPA:18 - $2.7 Bn (2) Assets Under Management $9.2 Bn $7.6 Bn $229 MM Revenue Composition (RE / IM) 82% / 18% 90% / 10% 99% / < 1% Debt to Gross Assets 46% 43% ~42% Secured Debt to Gross Assets 29% 18% ~7% Unencumbered
Slide 5: WPC is one of the largest REITs in the RMZ index
WPC is one of the largest REITs in the RMZ index and the second largest net lease REIT Net Lease REITs: Equity Market Cap ($Bn) (1) Largest REITs in the RMZ Index ($Bn) (1) WPC is a Top 25 REIT Source: Factset and company filings as of February 25, 2022. (1) RMZ constituents ranked by Equity Market
Slide 6: Combined Pro Forma Portfolio Metrics
Total Enterprise Value (2) $21.6 Bn $2.7 Bn $23.4 Bn Total Equity Value (2) $14.8 Bn $1.6 Bn $15.8 Bn # of Properties 1,304 41 1,338 Total Square Footage 156MM 9MM 164MM Number of Tenants 352 40 380 ABR ($MM) $1,248 $74 $1,321 WALT (3) 10.8 years 7.5 years 10.6 years Occupancy 98.5% 98.6% 98.5% Top
Slide 7: Pro Forma Portfolio Diversification
38% 19% 38% 4% 1% 25% 24% 21% 17% 4% 9% 26% 24% 20% 18% 5% 8% 39% 20% 37% 4% 1% Rank Tenant Location December 31, 2021 Pro Forma 1. North America 3.1% 2.9% 2. Europe 2.4% 2.2% 3. Europe 2.3% 2.1% 4. Europe 2.2% 2.1% 5. Europe 1.9% 1.8% 6. Europe 1.8% 1.7% 7. North America 1.7% 1.6% 8. North America
Slide 8: Self-Storage Portfolio Acquired
• As part of the CPA:18 transaction, WPC will acquire a self-storage portfolio consisting of 65 operating properties and approximately 42,000 units − Self-storage operations include third party management agreements with leading operators – primarily EXR and CUBE • Possibility to put in net lease st
Slide 9: Pro Forma Capitalization
Common Equity 67% / $15.8 Senior Unsecured Notes 24% / $5.8 Mortgage Debt (pro rata) 6% / $1.3 Credit Facility / Term Loans 3% / $0.7 67% 24% 6% 3% (1) Pro forma data as of December 31, 2021. WPC stock price of $77.66 as of February 25, 2022. Share count assumes issuance of approximately 14 million
Slide 10: CPA:18 Debt Maturities and Refinancing Opportunities
• The acquisition of CPA:18 includes the assumption of approximately $1.0 Bn of EUR and USD mortgage debt with maturities over the next five years • WPC will target refinancing opportunities for CPA:18’s mortgages to unencumber assets, generate incremental interest expense savings and maintain conse
Slide 11: Transaction Summary
✓ Sizable real estate transaction that is immediately accretive to Real Estate AFFO and offsets impact from reduced investment management earnings ✓ Greater earnings durability from increased long-term, recurring real estate income leading to higher-quality AFFO and dividend coverage ✓ Substantially
Slide 12: Forward-Looking Statements
Certain of the matters discussed in this presentation constitute forward-looking statements within the meaning of the Securities Act of 1933 (as amended, the “Securities Act”) and the Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking s
Slide 13: EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA We believe that EBITDA is a useful supplemental measure to investors and analysts for assessing the performance of our business segments because (i) it removes the impact of our capital structure from our operating results and (ii) it is helpful when comparing our operatin
Slide 14: FFO and AFFO
The following non-GAAP financial measures are used in this presentation FFO and AFFO Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc.(NAREIT), an industry trade group, has promulgated a non-G
Slide 15: Additional Information and Offer Notice
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or