W. P. Carey Inc. Reit · NYSE:WPC
W. P. Carey Inc. Reit — W. P. Carey & — Merger or Acquisition (August 2012)
41 slides from W. P. Carey Inc. Reit's merger presentation, Aug 17, 2012
Slide 1: Investing for the Long Run, August 2012
Investing for the Long RunTM August 2012
Slide 2: Background
BackgroundPast worldwide W. performance P. Carey & Co. does LLC notInvesting indicate future for theresults. long runTM | 2 Founded in 1973, W. P. Carey is a leading global real estate firm specializing in sale-leaseback investments of corporate owned real estate
Slide 3: Our Operations and Business Model
Our operations day from ownership Business its owned = pro-rata Model and assets(3),(4) real Investing netestate lease Includes investments(2),(3) revenues. for thecash longon runTM hand. Owns | Revenues 3 Manages Diversified from CPA®Net investment REITs Lease and Portfolio management CWI $10.2 $2.
Slide 4: Global Footprint
Investing June 30, 2012. for the Global long runTM Footprint | 4 W. P. Carey owns/manages investments in 18 countries on three continents(1) More than 970 properties Over 284 tenant obligors from across a broad spectrum of 28 industries As of
Slide 5: Our Business
Our Business
Slide 6: Investment Strategy
Investing for appreciation underlying value Protect the long of the downside runTM real estate | by 6 Generate combing the transaction’s attractive credit and structure risk-adjusted real estate and underwriting pricing returnsInvestment by identifying with sophisticated Strategy growing structuring
Slide 7: Sale-leaseback Process
Investing for the long runTM | 7 Alternative form of financing Company sells its real estate for cash and enters into long-term lease Long-term leases translate into steady cash flow Sale-leaseback Process
Slide 8: Blue Cross Blue Shield of Minnesota Investment
Investing MN Virginia, company is fora the conservatively Blue long Cross runTM of Minnesota run | 8 Blue organization Cross was chartered and with Blue strong in Shield 1933 capitalization ofasMinnesota Minnesota’s andFacility nofirst longhealth Type termSix-building plan debtBlue Investment Cross
Slide 9: The New York Times Company Investment
Investing for enterprise $234 million—40% for Transaction the long runTM closed of thein |appraised 9March The New2009 value York Investment ofTimes the asset Company Strategy 15-yearFacility lease, initial Type Global cap rateHeadquarters of 10.75%, fixed Purchase annual Price escalations $234 mill
Slide 10: C1000 B.V. Investment
Investing for supermarket franchisee network with the long 371 comprise runTM stores across the | 10second C1000 the Netherlands largest B.V. Facility foodPortfolio retailer Type Portfolio inofthe 6 logistics Netherlands of 6 logistics properties Annual properties represents sales of leased €3.7 the
Slide 11: Metro A.G. Investment
Investing is the world’s for the largest longcash runTM and| carry 11 Metro operator A.G.and Facility thirdType largest 20retailer, cash and with carry 2011 stores revenues Purchase totaling Price€66 $396 billion million Facilities Locationrepresent Throughout half ofItaly Metro’s LeaseItalian is gu
Slide 12: Agrokor Investment
Investing Upon businesses completion, for include the long these therunTM production sites will | 12 be Agrokor andlong-term distribution Facility triple-net of Type foodThree leased and beverages modern to Konzum, retail as well asites member asPurchase retail of stores Agrokor PriceInvestment $57
Slide 13: A-American Self Storage Investment
Investing for American California,portfolio Illinois the long and acquired runTM Hawaiito| 13 date A-American comprises Self of 43Storage properties Properties totalinginapproximately California and2.9 Hawaii million managed square feet by Extra Investment Space Storage, Strategy while Facility prop
Slide 14: Flanders Investment
InvestingFacility commercial Strategy forand the residential long Type runTM Four heating, industrial | 14 Flanders ventilation facilities Flanders Purchase and air is one conditioning Price of the $51largest million systems, manufacturers Location semiconductor Florida, of airmanufacturing, Illinoi
Slide 15: Financial Results
Financial Results
Slide 16: Strong Balance Sheet
Investing Total Recourse Assets Debt for$1,438,615 thetolong Equity runTM Non-recourse Market | 16Capitalization Represents and Limited-recourse $450 13%million Total Debt fully Debtto committed $409,931 Total Market line Recourse Capitalization of credit Debt(1) due in$233,160 26% December As ofTot
Slide 17: Annualized Dividends
Investing for the long runTM | 17 Does not include special dividends. Annualized Dividends(1)
Slide 18: Funds from Operations Coverage
Investing for the long runTM | 18 Does not include special dividends. Funds from Operations Coverage(1) Payout Ratio 63% 51% 71% 55% 56% 63% 65% 62% 46%
Slide 19: Five-Year Total Return Comparison
Investing 500 and the forFTSE the long NAREIT runTMEquity | 19 Note: REITPast Index performance Five-Year does Totalnot Return guarantee Comparison future results. Five-YearSource: Total SNL Return Financial Comparison LC, Charlottesville, VA, 2012, www.snl.com Returns have outpaced major indices, i
Slide 20: Proposed REIT Conversion & Merger Transaction
Proposed REIT Conversion & Merger Transaction
Slide 21: Transaction Overview
W. P. Carey convert Transaction to a Overview & REIT Co.These LLC (NYSE: transactions WPC) areispart acquiring of a larger Corporate transformation Property Associates that implements 15 Incorporated W. P. Carey’s (“CPA®:15”), overall business one of strategy its managed of growing non-traded real e
Slide 22: Key Transaction Details and Consideration
Carey’s Value dividend Transaction and closing toKey $2.60 Consideration Details Metrics price per * of There share Total $46.08 Stock to istransaction maintain noonand assurance July cash compliance 23, value combination 2012, thatofthe $2.6 thewith proposed implied billion, with REITCPA®:15 nomina
Slide 23: Potential Benefits of the Transaction
Benefits equity Provides asset shareholders benchmark management value of liquidity the W. of Potential P. Merger approximately Carey to platform CPA®:15 long-term Transaction against Benefits $3stockholders similar valuation billion supports of triple REIT Provides benefits W. without net Conversio
Slide 24: CPA:15 Overview
CPA®:15 sq. (1) (4) ft.(1) Reflects Other 99% includes: is square a occupancy non-traded feet Education; onrate(2) REIT, a proHospitality; which rata Average basis. waslease (2) Sports; formed Based termand inofon 2001 9.9 Theater. percentage years and is Overview Diversified sponsored of the of por
Slide 25: Combined Company
CPA® Program a. lance | Combined Company
Slide 26: Combined Company Revenues
Following REIT subject conversion to change. the transaction, Investing Includingpro for ourforma the prolong rata revenues(1) runTM share of | 26 revenue areW.expected P. Carey fromtoequity 2012E represent investments Revenues(2) 83% of .W. Excludes Combined P. Carey’s reimbursed Company revenues,2
Slide 27: Combined Company Positioned to Thrive
Combined across feet footage Unoccupied ongeographies, athat pro company was Land. ratasubject basis. Combined industries market Excludes to lease. capitalization Company and(3) 21 property domestic Based Positioned ofon types approximately self-storage Annualized Average to Thrive lease properties
Slide 28: Geographically Diversified Portfolio
Investing for the long runTM | 28 Geographically Diversified Portfolio
Slide 29: Major Tenants
Investing largest across Group lodging billion equipment clients Europe, Provides worldwide; One DIY properties for supplier; of moving the the Asia post-secondary long largest in Annual and Annual 73 runTM countries; South storage retailer-owned revenues revenues | America; 29 education operator No
Slide 30: International Presence
Investing (1%) Presence(1) and United forU.S. the long Kingdom 83% runTM 69%(1%) France | 30for (1) 13% Combined Current 12% Germany based Company. on ABR; 2%Pro 8%Combined Forma Other Metrics Europe(2) basedTotal on2% GAAP. Sq. 11%Ft.Average (2) 11,645,000 Reflects Lease Spain 40,110,000 Term(1%) 6
Slide 31: Pro Forma AFFO Accretion / (Dilution) Per Share Buildup
Investing for the long runTM | 31 WPC Pro Forma Consolidated AFFO Accretion / (Dilution) Per Share Buildup1 (1) As of June 30, 2012 (unaudited). Note: See next page for footnotes.
Slide 32: AFFO Buildup Footnotes and Reconciliation
Per W.P. CPA®:15’s reconciliation June merger. Reflects event different expenses CPA®:15 30, that Reflects an 2012. 2012 Carey’s than and will W.P. increase Form interests the of to reflect be As Carey adjustment CPA®:15’s Funds Form interest eliminated. 10-Q a result intax does would interest 10-Q
Slide 33: Strong Balance Sheet Metrics for Combined Company
InvestingNet Metrics forDebt the long / Total runTM Cap. |26% 33 Strong 38% Net Combined Debt / 2012E Capitalization EBITDAEquity 4.1x 4.6x Market W. P. Capitalization Carey Current $1.8 Combined billion $3.1 Company billion Total Net Debt $0.6 billion $1.9 billion Total Capitalization $2.5 billion
Slide 34: Continued Dividend Growth
Investing growth 70%(1) dividend requirements. has Transaction per foraveraged share the Subject long reflects Impact 2.4% runTM to modification. annualized from Transaction | 341998 Historical –fourth Transaction 2011 expected Growth quarter Payout toSupports be W. dividend Ratio accretive P. Carey
Slide 35: Transaction Process and Timing
Investing for CPA®:15 Close the Transaction long runTMAnticipated | 35 * ThereQ3 is no 2012 assurance Q3 2012*thatTransaction the proposed Process mergerand will Timing close during the anticipated quarter, if at all. Announced Transaction February 21, 2012 Shareholder Votes for W. P. Carey and
Slide 36: Compelling Transaction Summary
Creating additional currency asset management Value Improves indebtedness for platform WPC W. P.Transaction and Carey’s Potential CPA®:15 access isfor expected Investors tolong-term capital toTransformational High be valuation accretive quality benefits to combined AFFO transaction as aper real resu
Slide 37: Exhibit A: W. P. Carey FFO Reconciliation
Investing From Accordingly, Operations for the we have long (“FFO”). runTM revised Since |our 372003, Exhibit computation theANational W. of P. CAREY FFO Association to exclude & CO.ofimpairment LLC Real(a) Estate Thecharges, SEC Investment Staff if any, has Trusts in recently arriving (“NAREIT”) ad
Slide 38: Exhibit B: Corporate Property Associates 15 Incorporated
Investing for the long runTM | 38 Exhibit B Corporate Property Associates 15 Incorporated
Slide 39: Exhibit B: CPA:15 FFO and MFFO Definitions
Investing arriving definition various basis contractual acquire characteristics. management’s considered acquisition disposition at excluded intangibles, such they to Relates least anare fair individual ofannually the to methodologies. disclosing at items value from for of our FFO. operating fees of
Slide 40: Cautionary Statement Concerning Forward-Looking Statements
Cautionary Securities expectations “estimate,” dividends, results, is actual company. Risk and Conversion not regulations of important this to Merger, Factors place results communication including Discussions Exchange funds of Statement “forecast” and undue to are of in tothe note our W. differ more
Slide 41: Additional Information and Where to Find It
Additional which meeting and INC., URGED (http://www.sec.gov). may Please officers indirect Merger. also BECAUSE such call is interests, the TO read available the Information offer, requirements WE READ and SECURGE by solicitation THEY copy at in THESE security In 1-800-SEC-0330 itsand any INVESTORS