SC 13D/A 1 a13-8261_1sc13da.htm SC 13D/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

 

Corporate Property Associates 16 Global Incorporated

 

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

22003A108

(CUSIP Number)

Trevor P. Bond

c/o W. P. Carey Inc.

50 Rockefeller Plaza

New York, New York 10020
(212) 492-1100

 

With a copy to:

 

Christopher P. Giordano, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020
(212) 335-4500

 

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

March 15, 2013

 

 

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § §240.13d-l(e), 240.13d-l(f) or 240.13d- l(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 



 

CUSIP No.

22003A108

 

 

 

 

 

 

 

 

 

1.

 

Names of Reporting Persons.

 

 

 

W. P. Carey Inc.  (I.R.S. Identification Number 45-4549771)

 

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 

 

 

 

 

(a)

o

 

 

 

 

 

 

 

 

 

 

(b)

x

 

 

 

 

 

 

 

 

 

 

3.

 

SEC Use Only

 

 

 

 

 

 

 

 

 

 

4.

 

Source of Funds (See Instructions)

AF

 

 

 

 

 

 

 

 

 

5.

 

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 

 

 

 

 

 

 

 

 

6.

 

Citizenship or Place of Organization

Maryland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares Bene-
ficially by
Owned by Each
Reporting
Person With

 

7.

Sole Voting Power

 

 

 

 

 

 

 

 

 

8.

Shared Voting Power

37,434,399

 

 

 

 

 

 

 

9.

Sole Dispositive Power

 

 

 

 

 

 

 

 

 

 

10.

Shared Dispositive Power

37,434,399

 

 

 

 

 

 

 

 

 

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

37,434,399

 

 

 

 

 

 

 

 

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

 

 

 

 

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

18.3%

 

 

 

 

 

 

 

 

 

14.

 

Type of Reporting Person (See Instructions)

 

 

 

HC

 

 

2



 

CUSIP No.

22003A108

 

 

 

 

 

 

 

 

 

1.

 

Names of Reporting Persons.

 

 

 

Carey REIT II, Inc. (I.R.S. Identification Number 14-2005523)

 

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 

 

 

 

 

(a)

o

 

 

 

 

 

 

 

 

 

 

(b)

x

 

 

 

 

 

 

 

 

 

 

3.

 

SEC Use Only

 

 

 

 

 

 

 

 

 

 

4.

 

Source of Funds (See Instructions)

OO

 

 

 

 

 

 

 

 

 

5.

 

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 

 

 

 

 

 

 

 

 

6.

 

Citizenship or Place of Organization

Maryland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares Bene-
ficially by
Owned by Each
Reporting
Person With

 

7.

Sole Voting Power

30,437,955

 

 

 

 

 

 

 

 

8.

Shared Voting Power

 

 

 

 

 

 

 

 

9.

Sole Dispositive Power

30,437,955

 

 

 

 

 

 

 

 

 

10.

Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

30,437,955

 

 

 

 

 

 

 

 

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

 

 

 

 

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

14.9%

 

 

 

 

 

 

 

 

 

14.

 

Type of Reporting Person (See Instructions)

 

 

 

CO

 

 

3



 

CUSIP No.

22003A108

 

 

 

 

 

 

 

 

 

1.

 

Names of Reporting Persons.

 

 

 

Carey Asset Management Corp. (I.R.S. Identification Number 13-4121956)

 

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 

 

 

 

 

(a)

o

 

 

 

 

 

 

 

 

 

 

(b)

x

 

 

 

 

 

 

 

 

 

 

3.

 

SEC Use Only

 

 

 

 

 

 

 

 

 

 

4.

 

Source of Funds (See Instructions)

OO

 

 

 

 

 

 

 

 

 

5.

 

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 

 

 

 

 

 

 

 

 

6.

 

Citizenship or Place of Organization

Delaware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares Bene-
ficially by
Owned by Each
Reporting
Person With

 

7.

Sole Voting Power

6,959,856

 

 

 

 

 

 

 

 

8.

Shared Voting Power

 

 

 

 

 

 

 

 

9.

Sole Dispositive Power

6,959,856

 

 

 

 

 

 

 

 

 

10.

Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

6,959,856

 

 

 

 

 

 

 

 

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

 

 

 

 

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

3.4%

 

 

 

 

 

 

 

 

 

14.

 

Type of Reporting Person (See Instructions)

 

 

 

CO

 

 

4



 

CUSIP No.

22003A108

 

 

 

 

 

 

 

 

 

1.

 

Names of Reporting Persons.

 

 

 

W. P. Carey International LLC (I.R.S. Identification Number 13-4014707)

 

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 

 

 

 

 

(a)

o

 

 

 

 

 

 

 

 

 

 

(b)

x

 

 

 

 

 

 

 

 

 

 

3.

 

SEC Use Only

 

 

 

 

 

 

 

 

 

 

4.

 

Source of Funds (See Instructions)

OO

 

 

 

 

 

 

 

 

 

5.

 

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 

 

 

 

 

 

 

 

 

6.

 

Citizenship or Place of Organization

Delaware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares Bene-
ficially by
Owned by Each
Reporting
Person With

 

7.

Sole Voting Power

36,588

 

 

 

 

 

 

 

 

8.

Shared Voting Power

 

 

 

 

 

 

 

 

9.

Sole Dispositive Power

36,588

 

 

 

 

 

 

 

 

 

10.

Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

36,588

 

 

 

 

 

 

 

 

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

 

 

 

 

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

0.02%

 

 

 

 

 

 

 

 

 

14.

 

Type of Reporting Person (See Instructions)

 

 

 

OO

 

 

5



 

Item 1. Security and Issuer

 

This Amendment No. 1 on Schedule 13D/A relates to the common stock, par value $0.001 per share (the “Common Stock”), of Corporate Property Associates 16 Global Incorporated (the “Company”), and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The address of the principal executive offices of the Company is 50 Rockefeller Plaza, New York, New York 10020.

 

Item 2. Identity and Background

 

This Amendment No. 1 on Schedule 13D/A is being filed on behalf of:

 

(1)  W. P. Carey Inc., a Maryland corporation, as the successor to W. P. Carey & Co. LLC, a Delaware limited liability company (“WPC”)

 

(2)  Carey REIT II, Inc., a Maryland corporation (“Carey REIT”)

 

(3)  Carey Asset Management Corp., a Delaware corporation (“CAM”)

 

(4)  W. P. Carey International LLC, a Delaware limited liability company (“WPC International” and together with WPC, Carey REIT and CAM, the “Reporting Persons”)

 

This Amendment No. 1 on Schedule 13D/A relates to shares held by Carey REIT, CAM and WPC International.

 

The address and principal place of business of each of the Reporting Persons is 50 Rockefeller Plaza, New York, New York 10020.  The agreement made among the Reporting Persons relating to the joint filing of this Amendment No. 1 on Schedule 13D/A is attached hereto as Exhibit 99.1.

 

Certain information regarding the Reporting Persons’ directors and executive officers, including the citizenship of such individuals, is set forth in Schedule A attached hereto, which is incorporated by reference herein.

 

During the last five years, neither the Reporting Persons nor any of the individuals listed in Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The shares of Common Stock covered by this Amendment No. 1 on Schedule 13D/A were acquired from time to time as advisory related fees paid by the Company pursuant to the terms of various advisory agreements entered into from time to time between the Company and CAM, originally entered into in June 2003, and most recently amended and restated on September 28, 2012 (collectively, the “CAM Advisory Agreement”).

 

 

6



 

Item 4. Purpose of Transaction

 

The Reporting Persons hold their stake for investment purposes. Pursuant to the terms of the CAM Advisory Agreement, the Reporting Persons assist the Company with evaluating investment opportunities, managing its portfolio, structuring and negotiating investments and related mortgage financing, evaluating liquidity alternatives and various other tasks associated with the day-to-day management of the Company.

 

In consideration for such services, the Reporting Persons receive advisory related fees. Under the terms of the CAM Advisory Agreement, the Reporting Persons have the option to receive such fees in either cash or shares of Common Stock. Pursuant to the terms of the Company’s bylaws, the Reporting Persons are prohibited from voting in connection with (i) the removal of CAM as advisor to the Company, (ii) the removal of a director of the Company or (iii) any transaction between the Company and the Reporting Persons or any affiliate of the Reporting Persons.

 

Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

(a)        Carey REIT owns 30,437,955 shares of Common Stock, which represents 14.9% of all outstanding shares of Common Stock. CAM owns 6,959,856 shares of Common Stock, which represents 3.4% of all outstanding shares of Common Stock. WPC International owns 36,588 shares of Common Stock, which represents 0.02% of all outstanding shares of Common Stock. Each of Carey REIT, CAM and WPC International are direct or indirect subsidiaries of WPC, and thus WPC may be deemed to own such shares as well.

 

(b)        Carey REIT has the sole power to vote 30,437,955 shares of Common Stock, and the sole power to dispose of 30,437,955 shares of Common Stock. CAM has the sole power to vote 6,959,856 shares of Common Stock, and the sole power to dispose of 6,959,856shares of Common Stock. WPC International has the sole power to vote 36,588 shares of Common Stock, and the sole power to dispose of 36,588 shares of Common Stock. Each of Carey REIT, CAM and WPC International are direct or indirect subsidiaries of WPC, and thus WPC makes all voting and investment decisions on behalf of the subsidiaries. The voting restrictions outlined in Item 4 are incorporated herein by reference.

 

(c) The Reporting Persons have effected the following transactions in the shares of the Company’s Common Stock during the past 60 days:

 

On February 27, 2013, Carey REIT acquired 59,787 shares of Common Stock as fees under the CAM Advisory Agreement. The shares were valued at $9.10 per share based upon the Company’s most recently published net asset value per share.

 

On March 15, 2013, Carey REIT acquired 244,762 shares of Common Stock as fees under the CAM Advisory Agreement. The shares were valued at $8.70 per share based upon the Company’s most recently published net asset value per share.

 

None of the Reporting Persons have sold any shares of Common Stock during the past 60 days.

 

(d)  Not applicable.

 

 

7



 

(e)  Not applicable.

 

The filing of this Amendment No. 1 on Schedule 13D/A shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Amendment No. 1 on Schedule 13D/A.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Pursuant to the terms of the CAM Advisory Agreement, CAM may elect to receive all or a portion of the fees that it is owed under the agreement in either cash or restricted stock of the Company.

 

The information set forth in Items 3 through 5 of this statement is hereby incorporated by reference in this Item 6.  To the knowledge of the Reporting Persons, except as otherwise described in this Amendment No. 1 on Schedule 13D/A, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above or listed in Schedule A hereto, and between any such persons and any other person, with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit 99.1 - Joint Filing Agreement dated as of June 10, 2011, by and among W. P. Carey & Co. LLC (the predecessor of W. P. Carey Inc.), Carey REIT II, Inc., Carey Asset Management Corp. and W. P. Carey International LLC. (Incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on June 10, 2011).

 

Exhibit 99.2 - Amended and Advisory Agreement dated as of September 28, 2012, between the Corporate Property Associates 16 Global Incorporated, CPA 16 LLC and Carey Asset Management Corp. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2012).

 

 

8



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 22, 2013

 

 

 

 

 

 

 

 

W. P. CAREY INC.

 

 

 

 

 

By:

/s/ Trevor P. Bond

 

 

Name: Trevor P. Bond

 

Title: Chief Executive Officer

 

 

 

CAREY REIT II, INC.

 

 

 

 

 

By:

/s/ Thomas E. Zacharias

 

 

Name: Thomas E. Zacharias

 

Title: Chief Operating Officer

 

 

 

CAREY ASSET MANAGEMENT CORP.

 

 

 

 

 

By:

/s/ Susan C. Hyde

 

 

Name: Susan C. Hyde

 

Title: Secretary

 

 

 

W. P. CAREY INTERNATIONAL LLC

 

 

 

 

 

By:

/s/ Hisham Kader

 

 

Name: Hisham Kader

 

Title: Vice President

 

 

9



 

SCHEDULE A

 

OFFICERS AND DIRECTORS OF W. P CAREY INC.

 

Name

 

 

Principal Occupation

 

 

Citizenship

Trevor P. Bond

 

 

Chief Executive Officer, President and Director

 

 

United States

Benjamin H. Griswold IV

 

 

Non-Executive Chairman of the Board of Directors

 

 

United States

Mark J. DeCesaris

 

 

Director

 

 

United States

Francis J. Carey

 

 

Director

 

 

United States

Nathaniel S. Coolidge

 

 

Director

 

 

United States

Eberhard Faber IV

 

 

Director

 

 

United States

Dr. Karsten von Köller

 

 

Director

 

 

Germany

Robert E. Mittelstaedt

 

 

Director

 

 

United States

Charles E. Parente

 

 

Director

 

 

United States

Reginald Winssinger

 

 

Director

 

 

United States and Belgium

Axel K.A. Hansing

 

 

Director

 

 

Germany

Nicolaas J.M. van Ommen

 

 

Director

 

 

Netherlands

Richard C. Marston

 

 

Director

 

 

United States

Catherine D. Rice

 

 

Chief Financial Officer

 

 

United States

John D. Miller

 

 

Chief Investment Officer

 

 

United States

Thomas E. Zacharias

 

 

Chief Operating Officer

 

 

United States

Mark Goldberg

 

 

Managing Director

 

 

United States

 

Unless otherwise indicated, each individual’s business address is 50 Rockefeller Plaza, New York, New York 10020.

 

OFFICERS AND DIRECTORS OF CAREY REIT II, INC.

 

Name

 

 

Principal Occupation

 

 

Citizenship

Trevor P. Bond

 

 

Chief Executive Officer, President and Director

 

 

United States

Thomas E. Zacharias

 

 

Chief Operating Officer and Director

 

 

United States

Mark J. DeCesaris

 

 

Chief Financial Officer and Director

 

 

United States

 

Unless otherwise indicated, each individual’s business address is 50 Rockefeller Plaza, New York, New York 10020.

 

 

OFFICERS AND DIRECTORS OF CAREY ASSET MANAGEMENT CORP.

 

Name

 

 

Principal Occupation

 

 

Citizenship

Trevor P. Bond

 

 

Chief Executive Officer, President and Director

 

 

United States

Nathaniel S. Coolidge

 

 

Director

 

 

United States

Axel K.A. Hansing

 

 

Director

 

 

Germany

Frank J. Hoenemeyer

 

 

Director

 

 

United States

Jean Hoysradt

 

 

Director

 

 

United States

Dr. Richard C. Marston

 

 

Director

 

 

United States

Nick J.M. van Ommen

 

 

Director

 

 

Netherlands

Karsten von Köller

 

 

Director

 

 

Germany

Thomas E. Zacharias

 

 

Chief Operating Officer

 

 

United States

 

 

10



 

Unless otherwise indicated, each individual’s business address is 50 Rockefeller Plaza, New York, New York 10020.

 

 

OFFICERS AND DIRECTORS OF W. P. CAREY INTERNATIONAL LLC

 

Name

 

 

Principal Occupation

 

 

Citizenship

Trevor P. Bond

 

 

Director

 

 

United States

Axel K.A. Hansing

 

 

Director

 

 

Germany

Dr. Richard C. Marston

 

 

Director

 

 

United States

Nick J.M. van Ommen

 

 

Director

 

 

Netherlands

Karsten von Köller

 

 

Director

 

 

Germany

Reginald Winssinger

 

 

Director

 

 

United States and Belgium

 

Unless otherwise indicated, each individual’s business address is 50 Rockefeller Plaza, New York, New York 10020.

 

 

11