8-K

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

Date of report (Date of earliest event reported): August 6, 2013

W. P. CAREY INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-13779	45-4549771
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

50 Rockefeller Plaza, New York, NY	10020
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 492-1100

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:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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 7.01 Regulation FD Disclosure

On August 6, 2013, W. P. Carey Inc. (“W. P. Carey” or the “Company”) issued an earnings release announcing its financial results for the quarter ended June 30, 2013 and hosted a conference call on the same day.  A webcast (the “Earnings Webcast”) of the conference call is accessible via the Company’s website at www.ir.wpcarey.com/earnings.

In addition, on July 26, 2013, W. P. Carey hosted a conference call relating to its previously announced proposed merger with its publicly-held, non-traded real estate investment trust (“REIT”) affiliate, Corporate Property Associates 16 – Global Incorporated (“CPA®:16 – Global”).  A webcast (the “Merger Webcast”) of this conference call is accessible via the Company’s website at www.ir.wpcarey.com/merger.

Transcripts of the Earnings Webcast and the Merger Webcast (collectively, the “Webcasts”), which were prepared by a third party, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. The information contained in each transcript is a textual representation of the respective Webcast. There may be material errors, omissions or inaccuracies in the reporting of the contents of each Webcast. W. P. Carey does not assume any responsibility to correct or update the transcripts. Users are advised to review the Earnings Webcast or the Merger Webcast, as applicable, and the other filings made by W. P. Carey or CPA®:16 — Global with the Securities and Exchange Commission (the “SEC”) before making an investment or other decision.

The information furnished by W. P. Carey pursuant to this Item, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Act”), or the Exchange Act.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit 99.1 – Transcript of Earnings Webcast on August 6, 2013

Exhibit 99.2 – Transcript of Merger Webcast on July 26, 2013

Cautionary Statement Concerning Forward-Looking Statements:

Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of Act and the Exchange Act, both as amended by the Private Securities Litigation Reform Act of 1995.  The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey and can be identified by the use of words such as “may,” “will,” “should,” “would,” “assume,” “outlook,” “seek,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast” and other comparable terms.  These forward-looking statements include, but are not limited to, statements regarding the benefits of the proposed merger of CPA®:16 — Global with and into a wholly owned subsidiary of W. P. Carey (the “Merger”), annualized dividends, funds from operations coverage, integration plans and expected synergies, anticipated future financial and operating performance and results, including estimates of growth, and the expected timing of completion of the

proposed Merger.  These statements are based on the current expectations of the management of W. P. Carey.  It is important to note that the actual results of W. P. Carey or of the combined company following the consummation of the proposed Merger could be materially different from those projected in such forward-looking statements.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.  Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company.  Discussions of some of these other important factors and assumptions are contained in W. P. Carey’s filings with the SEC and are available at the SEC’s website at http://www.sec.gov, including Item 1A.  Risk Factors in W. P. Carey’s Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC on February 26, 2013.  These risks as well as other risks associated with the proposed Merger will be more fully discussed in the Joint Proxy Statement/Prospectus that will be included in the Registration Statement on Form S-4 that W. P. Carey and CPA®:16 — Global will file with the SEC in connection with the proposed Merger.  In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication, unless noted otherwise.  Except as required under the federal securities laws and the rules and regulations of the SEC, W. P. Carey 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 communication or to reflect the occurrence of unanticipated events.

Additional Information and Where to Find it:

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of the federal securities laws.  W. P. Carey intends to file a Registration Statement on Form S-4 and mail the Joint Proxy Statement/Prospectus and other relevant documents to its security holders in connection with the proposed Merger.  WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY W. P. CAREY AND CPA®:16 — GLOBAL IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT W. P. CAREY, CPA®:16 — GLOBAL AND THE PROPOSED MERGER.  INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY.  Investors will be able to obtain these materials and other documents filed with the SEC free of charge at the SEC’s website (http://www.sec.gov).  In addition, these materials will also be available free of charge by accessing W. P. Carey’s website (http://www.wpcarey.com) or by accessing CPA®:16 — Global’s website (http://www.cpa16.com).  Investors may also read and copy any reports, statements and other information filed by W. P. Carey or CPA®:16 — Global with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D C. 20549.  Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Proxy Solicitation:

Information regarding W. P. Carey’s directors and executive officers is available in its proxy statement filed with the SEC by W. P. Carey on April 30, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding CPA®:16 — Global’s directors and executive officers is available in its proxy statement filed with the SEC by CPA®:16 — Global on April 26, 2013 in connection with its 2013 annual meeting of stockholders.  Other information regarding the participants in the proxy

solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be

signed on its behalf by the undersigned, thereunto duly authorized.

		W. P. Carey Inc.
Date:   August 9, 2013	By:	/s/ Thomas E. Zacharias
		Thomas E. Zacharias
		Chief Operating Officer

EX-99.1

Exhibit 99.1

Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule14a-12

under the Securities Exchange Act of 1934, as amended

Filing Person: W. P. Carey Inc.

Subject Company: Corporate Property Associates 16 – Global Incorporated

Commission File No.: 001-32162

	W. P. CAREY “Second Quarter 2013” August 6, 2013, 11:00 AM Eastern Kristin Brown Trevor Bond Katy Rice Dan Donlan Sheila McGrath
OPERATOR:	Good morning, and welcome to the W. P. Carey second-quarter earnings conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key, followed by zero. After today’s presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Kristin Brown, vice president of investor relations. Please go ahead.
KRISTIN BROWN:	Thank you, Andrew. Good morning, and welcome, everyone, to our second-quarter earnings conference call. Joining us today are W. P. Carey’s president and C.E.O., Trevor Bond, and chief financial officer Katy Rice. Today’s call is being simulcast on our website, wpcarey.com, and will be archived for 90 days. Before I turn the call over to Trevor, I need to inform you that some statements made on this call are not historic facts and may be deemed to be forward-looking statements. Factors that could cause actual results to differ materially from W. P. Carey’s expectations are listed in our SEC filings. Now I would like to turn the call over to Trevor.
TREVOR BOND:	Thanks, Kristin. And thanks, everyone, for joining us today. It was a strong quarter, with some important highlights that I’ll discuss before turning the floor over to our C.F.O., Katy Rice. Most significantly, as many of you know, we announced last week that the boards of directors for W. P. Carey and for one of our funds, CPA:16, have agreed to merge the two companies. This transaction, which, of course, is still subject to approval by the shareholders of W. P. Carey and CPA:16, would have significant advantages to both companies. On July 26th, we presented the details of the merger in a webcast, and, hopefully, many of you were able to participate in that. And if you weren’t, then you can review the PowerPoint presentation, which we placed on our website. So, I’ll just briefly summarize it today.
	It would have four primary benefits. First, it would improve the quality and stability of our earnings. We’ve made a conscious effort, over the past three years, to increase the percentage of revenue that we earn from our diversified portfolio of net lease assets and to reduce, on a relative, not an absolute, basis the percentage earned from the more cyclical investment management platform. The second benefit of the merger is that it would provide a liquidity opportunity for CPA:16 shareholders and would represent the 15th time that W. P. Carey, as a sponsor, had brought a fund full-cycle. Third, the merger would facilitate the continued growth of our dividend, as this acquisition is expected to be accretive to our AFFO per share. Finally, the merger would increase W. P. Carey’s size, scale, and liquidity. This would enhance our future access to diverse,

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efficiently priced capital, and also it would strengthen our currency value, which we expect to become useful as we continue to grow, both internally and externally. As I said, there’s much more detail about the transaction in that presentation, which I’d urge you to review. For example, there is a go-shop provision within the merger agreement, and, of course, it’s subject to approval by shareholder of both companies, as I mentioned. But we’re very excited about it and think it would be a very positive outcome for all our shareholders.

And now, looking at our results for the quarter, let me briefly review some of the highlights there. First, our adjusted funds from operations rose to $1.05 per share for the quarter, most of which was earned through our real-estate segment. Later, Katy will break down that number into more detail. Second, we raised our annualized dividend to $3.36 per share, which represented our 49th consecutive quarterly increase. Third, investment volume has been brisk. We structured $305 million of investments on behalf of the Managed REITs during the second quarter. And subsequent to the quarter close, we structured an additional $196 million, bringing our total growth in assets under management for the year to date, through August 6th, to about $694 million, with $193 million of that in the first quarter and the balance from April 1st through August 6th. Also, we acquired three properties on behalf of W. P. Carey Inc., for approximately $113 million, bringing our total for the year, for the public REIT, to about $185 million, and a combined $879 million for the entire W. P. Carey Group, including all the Managed REITs. Other highlights included our launch of CPA:18 and the unsecured term loan for $300 million that we used to pay off the balance of our revolver, and Katy will go into more details about that.

To return for a moment to investment activity, it’s worthwhile, I think, to now break down for you our growth in assets under management in more detail, so you can get a sense for where the investment activity has occurred, so far this year. First, of the $694 million in assets-under-management growth, about $310 million has been through CPA:17, and that includes about $90 million of investments in self-storage facilities, most of which were purchased in a portfolio transaction -- a single transaction, that is. The balance of CPA:17’s activity came from eight different transactions, including two large ones in Europe that occurred subsequent to the quarter’s close. Those included a logistics facility in Poznan, Poland, which is leased to H&M, one of the world’s largest clothing retailers, and also a new R&D facility in the Netherlands for Royal Friesland, which is one of the world’s largest dairy companies. The remaining $384 million of AUM growth stemmed from the investment activity of Carey Watermark Investors, which is a separate, non-listed REIT that is wholly dedicated to the hotel industry, with a distinct sub-adviser and board of directors, all of whom have extensive industry experience and all of whom serve on the Independent Investment Committee.

Briefly, CWI’s investment volume included three purchases: first, the 247-room Hutton Hotel, which is perhaps the top luxury hotel in Nashville, Tennessee; second, the $226-room Holiday Inn Manhattan 6th Avenue; and, third, a 75% joint-venture interest in the Fairmont Sonoma Mission Inn & Spa, which is an iconic property in Napa Valley, California. I want to emphasize here that the activity in both the storage and hotel sectors demonstrates our ability to continue developing new product silos for our investment-management platform. Before we launched a more assertive effort into each of these sectors, W. P. Carey not only had obtained direct experience in each, through net lease investors to industry leaders, as well as through an institutional fund that we manage, but also we’d spent five to six years thinking about how to mitigate and navigate the different risks involved in these new product types. And so far, we’ve been pleased that the results of those efforts are coming to fruition and enhancing our ability to grow assets under management and also enhancing the value of the investment-management platform itself by broadening the types of products we can offer to financial advisers and their customers. It’s worth noting that it is not our goal or

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intention to someday bring these storage and hotel portfolios under W. P. Carey Inc.’s balance sheet.

Now turning briefly to the investments made on behalf of W. P. Carey Inc. during the quarter, in April, we purchased the main European distribution center of the Tommy Hilfiger Group in Venlo, in the Netherlands. In June, we acquired critical R&D and Class “A” office facilities from Cargotec Corporation in Tampere, Finland. Cargotec is a Finnish public company that develops and manufactures cargo-handling machinery for ships, ports, and terminals around the world. And, finally, in June, we also purchased the corporate headquarters of the Arbella Insurance Group in Quincy, Massachusetts. The cap rates for all these transactions, including for the Managed REITs, varied widely, as you might expect, given the diversity of product type, industry, and geography. The range of initial cap rates for the net lease purchases for the year is 6.92% to 10.7%. But if you exclude the extreme ends of the spectrum, most of the transactions cluster in the low- to mid-7%’s, in terms of initial cap rates.

Turning now to what we’re seeing in the investment climate, we all know that the tone of the markets has changed since Ben Bernanke first raised the subject of tapering of quantitative easing, back in May. And despite the fact that the Fed has stated that it’s determined to keep interest rates low until growth improves significantly, events have proven that it’s not ultimately the Fed that gets to decide where interest rates land. That power rest with the bond markets, obviously, and concerns about valuations have caused bond prices to decline and yields to rise, and that, of course, has spilled over, for now, into our markets -- into the REIT markets. It’ll take some time for general investors to realize that bond math doesn’t apply to equity REITs that have built-in contractual rent increases, as 99% of our leases do, including many that are tied to the CPI index. Also, we do not receive par maturity, but, instead, a residual value that, in many cases, will rise along with the improved economic environment. So, again, bond math doesn’t apply. Yet we obviously can’t ignore the impact of a rise in interest rates on our core business. We’re conservatively leveraged, and we’ve anticipated refinancing risk for each of our recent investments by assuming increases at maturity and stress-testing different scenarios. And the end of tapering signals an improved economic environment that should provide some positive offsets.

As for new investments, the correction has caused us to reprice everything that we’re looking at. In some cases, sellers have accepted our effective pass-through of the increased interest expense in the form of price reductions, and in some cases, they haven’t. From the point of view of a C.F.O. contemplating a sale-leaseback, his or her alternative has always been to access the debt markets, and so the rise in interest rates has reduced competition from that front. That said, we do expect that, eventually, if cap rates widen in order to accommodate higher cost of debt, then we may see transaction volume slow down, because sellers can sometimes be slow to adjust their expectations downward. That hasn’t happened yet. Meanwhile, Europe has not been experiencing this same phenomenon, because it has not experienced a comparable spike in the benchmark rate -- the five-year euro swap. So our ability to source transaction there will mitigate possible declines that we might begin to see here while uncertainty over the rates continues.

But I think that, notwithstanding all the concern over the rise in rates, there are still positive spreads between the cap rates and available debt, so we continue to see sufficient volume in our pipeline to meet our goals. Also, I wouldn’t be the first to point out that the primary reason the Fed would taper Q.E. is because the economy would be recovering and inflation would be picking up. This implies an environment that’s generally positive for real-estate owners, especially in light of the limited construction that’s occurred over the past five years. And we expect that this sort of scenario will have a positive impact on our lease-rollover outcomes, as well as the internal growth

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	within our own portfolio. And now, with that, I’ll turn the microphone over to Katy Rice.
KATY RICE:	Thanks, Trevor. And good morning, everyone. I’d like to review our financial results for the second quarter, walk you through our portfolio metrics, and then finish up with a discussion of some of our balance-sheet initiatives for the remainder of the year. Let’s start with our earnings. As Trevor mentioned, our second-quarter earnings reflect the impact of the CPA:15 merger, which we completed last October. Our AFFO was $72.6 million, or $1.05 per diluted share. As expected, our real-estate segment improved significantly, with AFFO up 159%, compared to the second quarter of last year, due to the addition of the CPA:15 assets. Our investment-management segment AFFO was flat, compared with the same quarter last year, but there were some offsetting factors this quarter. Investment-management AFFO was down, primarily due to the loss of the asset-management revenue associated with CPA:15, but this quarter, the decline was offset by higher structuring fees and some smaller G&A and tax impacts.
	Our second-quarter results also reflect the addition of real-estate rental income from the three acquisitions we made this quarter, which totaled $113 million, although two of the three assets were acquired in June, so you won’t really see the full benefit of the additional rental income until next quarter. In addition, we benefited from one-time lease-termination fees on a few assets, totaling about $4 million. We had a robust fundraising quarter for our hotel fund, Carey Watermark, and this is reflected in the higher wholesaling revenue and reimbursed costs from affiliates, quarter to quarter. These increases were tempered by a more normalized tax provision. The decrease in our weighted-average shares outstanding this quarter reflects the settlement of the third and final sale option by the William Carey estate, in which we retired $40 million of stock held by the estate.
	From a balance-sheet perspective, at the end of the quarter, our debt-to-total-assets ratio was 45%, and the weighted-average cost of our debt was 4.6%. Refinancing activity for the remainder of 2013 is modest, with $62.5 million of debt refinanced, year-to-date, and five additional loans totaling $32 million maturing throughout the remainder of the year. As we recently announced, we closed on a new $300 million term loan and used the proceeds primarily to pay down our revolver. This is a relatively short-term facility in anticipation of a recast of our revolver later in the year or early next year. We continue to have several hundred million dollars of capacity on our line of credit for additional acquisitions. At the end of the quarter, the WPC Group, which includes both WPC Inc. as well as our four managed funds, had a total AUM of $15.4 billion.
	Now let’s review our WPC portfolio metrics. As of June 30th, our portfolio consisted of 423 properties, with 39.5 million square feet leased to 123 different tenants. Approximately 70% of our contractual minimum based rent is from properties that are located in the U.S., and 30% is from our international investments. At the end of the quarter, our portfolio occupancy rate was 98.9%, and our weighted-average lease term at the end of the quarter was 8.8 years. For the remainder of 2013, we have only three leases expiring, representing less than .73% of the portfolio revenue. Looking forward to 2014, we have 12 leases expiring, representing 3.1% of total portfolio revenue. We’re actively working with each of these tenants to assess their needs and formulate a game plan. In most cases, we expect the tenants to renew. However, we do expect some of these properties to become vacant and are working on alternative outcomes, including leasing the property to a new tenant or selling to, or joint-venturing with, a local entrepreneurial developer who can reposition the property.
	Finally, as we announced earlier in the quarter, we increased our quarterly dividend by 2.4% to 84 cents per diluted share, or $3.36 per share on an annualized basis. With respect to our earnings forecast for the remainder of the year, the first- and second-

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	quarter results are a reasonable proxy for the next couple quarters. As I mentioned on our call in May, we expect to access a greater variety of capital sources to fund our growth and lower our cost of capital. In the coming quarters, as our secured debt rolls off, we plan to build an unencumbered asset pool in anticipation of becoming an unsecured borrower. A new, larger revolving-credit facility will be an important component of our plan. We expect this shift to take 12 to 18 months and will be dependent on the timing of our investment volume and the expense involved in prepaying certain secured-debt obligations. And with that, I think we’d like to open it up to questions.
OPERATOR:	We will now begin the question-and-answer session. To ask a question, you may press star, then 1, on your touch-tone phone. If you’re using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star, then 2. Once again, to ask a question, please press star, then 1. The first question comes Dan Donlan of Ladenburg Thalmann. Please go ahead.
DAN DONLAN:	Thank you, and good morning.
TREVOR BOND:	Hi, Dan.
DAN DONLAN:	I’m sorry, I was a little late getting on the call, so I wasn’t sure if you guys covered this, but I was curious. Could you talk about the lease roll and how that looks for next year? I remembered that Carrefour was kind of a bigger percentage. I don’t know if that has changed, and I think maybe they were supposed to notify you if they were going to renew or not. Is there any update there?
TREVOR BOND:	Yeah. Thanks for the question, Dan. We’ve addressed all the lease expirations for the remainder of 2013. And in 2014, we now have 11 leases expiring, which represents -- and this is a reduction -- it represents only 3.1% of portfolio revenue, because, since our last call, the eight leases on the Carrefour distribution facilities have been extended for another year.
DAN DONLAN:	Okay. How did the extension work? Did they have the ability to extend for longer, or is this going to be a recurring thing where we’re waiting for this? Or why weren’t you able to maybe keep them for a little bit longer than that, on the renewal?
TREVOR BOND:	Well, by contract, they have the right to do it one year at a time. But Tom Zacharias, our chief operating officer, and his team are actively engaged in negotiations and a dialogue with Carrefour all the time, to look at that. And, obviously, it would be our preference to extend those leases. And they may want to extend some longer than others. But we think it’s promising that they extended these and that, generally, they do tend to signal ahead of time as to a different intention, and we haven’t, to date, heard any signals that would indicate a different direction. We can’t promise that, though, and so we’ll continue to keep you posted as that unfolds.
DAN DONLAN:	Okay. And then, as far as the potential merger with CPA:16, does that in any way impact your ability to acquire properties on balance sheet at all? I know it’s taking your leverage up just a touch, but we’re just curious if you’re going to maybe table that until you kind of figure out whether or not you guys are going to be able to be the winning bidders there.
KATY RICE:	Yeah. Hey, Dan, it’s Katy. Really, one of the reasons that we did the new term-loan facility was to create capacity for additional acquisitions on the balance sheet. So we’ve paid down our line of credit, and we have several hundred million dollars of capacity so that we would have that incremental capital before we do a larger recast of our line of credit, probably later in the year.

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DAN DONLAN:	Okay. And then, as far as potential equity down the road, is that something that you would need to actually close on the CPA:16 transaction, or do you feel, once the go-shop period ends, whether you are or are not the winning bidder, that that’s good enough for you guys to maybe consider, depending upon the acquisition market, potentially issuing equity?
KATY RICE:	Yeah, we’ve outlined a couple different scenarios. I think, to the extent we acquire CPA:16, we do not need to issue equity to acquire it. Obviously, it’s a stock-for-stock deal, so we’re issuing equity to those shareholders, but not an additional offering. But I think what you’re pointing out is, obviously, leverage will increase at that point, because the CPA:16 portfolio has a higher leverage ratio than the WPC balance sheet right now. And to the extent we move forward in the ratings process and try to get an unsecured rating, we would probably need to bring that leverage down into the typical metrics. So that would be one scenario. I think the other scenario is, as we continue to grow the balance sheet with acquisitions, at some point, we will want to delever those, because we’re buying them effectively with our line of credit right now. So, in either case, at some point, we will be looking to the equity markets.
DAN DONLAN:	Okay. And then, just generally speaking, on kind of acquisitions, how are you seeing, in transaction volume, trending kind of the back half of the year? Do you feel like there’s more coming available now than maybe you thought was going to come at the beginning of the year? And it sounds like Europe maybe is doing a little bit better. Do you think that’s going to drive more volume there? And any color around that would be helpful.
TREVOR BOND:	Well, I think, on a risk-adjusted basis, we’re clearly seeing what I would describe as better transactions than Europe. That said, we’ve done a fair amount here in the U.S. And it’s possible that, with a rise in interest rates, that our competition in the U.S. will be somewhat hamstrung. For instance, anyone relying on short-time floating-rate debt, who may have been bidding up prices in certain scenarios is clearly going to be at more of a disadvantage now. And also, as I said, much of the time, our primary competition in any given deal -- at least, a sale-leaseback deal -- is the debt markets. And so, if the price of debt rises, then a C.F.O. has fewer alternatives, and a sale-leaseback begins to look more attractive.
	So it is a little bit difficult to handicap in terms of the volumes. We’re off to a pretty good start. It’s rare that on the second-quarter call, in early August, that we would have achieved a volume already, for the whole group, of close to $900 million. I can’t promise that you can just annualize that, take the first two-thirds of the year, and then say that the final third of the year is going to be another $300 million. Very difficult to handicap that. But I think that we still have a good pipeline. And as I mentioned before, it is possible that some of the things that are in the pipeline may get delayed or even canceled by us or by the seller, because, if we see this rise in interest rates persist, we’re clearly going to price that into our price. And if that means a lower price than the seller expects, then volume may go down.
DAN DONLAN:	Okay, understand. And then, just on CPA:18, I don’t know if you covered this, but what is your expectation for capital raising? And if you can’t give that, maybe you can kind of give, historically, maybe from CPA:16 and CPA:17, kind of what the monthly flows you guys are able to average -- at least, in the first 12 to 18 months of a fund life.
TREVOR BOND:	It’s very difficult to say, as you’ve said. They tend to ramp up at different paces, depending, of course, on the environment that we’re in -- some faster or slower. But the fund is registered for $1 billion. I can’t tell you when we expect that to fully fund. I will say that capital actually is not a problem for us right now, because we still do have dry

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	powder in CPA:17, and we expect to have that invested by, I would say, perhaps the first or second quarter of 2014.
DAN DONLAN:	Okay.
TREVOR BOND:	So I think that if CPA:18 is slower than historical norms, I don’t think that’s going to present a problem for us in terms of our ability to grow our assets under management.
DAN DONLAN:	Okay. And then, just given that you spoke about potentially finishing up CPA:17 first, second quarter of next year -- I’m not going to hold you to that -- but could you maybe remind us of how soon after the CPA:16 close did that fund begin to explore strategic alternatives?
TREVOR BOND:	Many, many years.
DAN DONLAN:	Okay.
TREVOR BOND:	CPA:16 started in 2003, so that was 10 years. That’s not a predictor of future events.
DAN DONLAN:	Right. I guess I’m saying, when did the fund close its fundraising effort? Or when did it put its last dollar to work?
KATY RICE:	CPA:16?
DAN DONLAN:	Yes.
TREVOR BOND:	CPA:16?
KATY RICE:	2008.
DAN DONLAN:	2008. Okay, so that’s quite a lead time then. So even if you close CPA:17, you could hold that thing for another five years before you might explore some type of liquidity then, I guess.
TREVOR BOND:	Just to point out, there were two phases of that offering, and the first phase was fully invested by 2005.
DAN DONLAN:	Okay.
TREVOR BOND:	Then, there was a follow on, and that was fully invested by 2008.
DAN DONLAN:	Okay, okay. All right, and I guess, why is that? Why did it stay? That predates when I covered the company. Why did it stay outstanding for so long, when you weren’t doing any acquisitions? Is it just that -- obviously, by the end of 2008 -- the market just wasn’t there? I guess what I’m saying is, if the market is there for the funds, would you consider accelerating liquidity events, versus maybe what you’ve done in years past?
TREVOR BOND:	Well, the reason for that extended offering period in the follow on was simply that that’s been the nature of the public nonregistered REIT business. And I think that’s probably changing now. But in the past, you would have extended offerings, and the money would be invested. And it’s administratively easier in many ways to have a follow on, and it also makes more sense in terms of the G&A and whatnot. So that’s more of a historical fact. CPA:18 is expected to be, as I said, $1 billion, versus some of the much larger funds that we had sponsored, the last three. I don’t know whether that answers your question, but we do expect it to be different.

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KATY RICE:	But, Dan, also, I think our investors, historically, in CPA funds, are focused on current income. Obviously, the IRR is important. And I think what you’re getting at is how quickly you can turn the IRR. But our investors have typically been more focused on the longevity of the current income stream.
DAN DONLAN:	Right, understood, as they should. I guess what I was kind of looking for is, when should we kind of expect CPA:17, once it invests all of the proceeds and gets in full, when will we expect them to announce a potential liquidity event? And it sounds like it can vary by a number of years.
KATY RICE:	Yeah. I think the liquidity events are, obviously, sort of in the 8- to 10-year range, but, obviously, that will depend on market conditions. And as you know, the CPAs have independent boards that review those options as they enter into their liquidity periods.
DAN DONLAN:	Okay. All right, thank you.
OPERATOR:	Again, if you’d like to ask a question, please press star, then 1, on a touch-tone phone. The next question comes from Sheila McGrath of Evercore. Please go ahead.
SHEILA McGRATH:	Yes. Good morning. Trevor, it seemed like CWI was pretty active on the acquisition front. Can you remind us was there any particular drivers of that? And can you also remind us how big that fund is and where you are, kind of in the fundraising stage, for that?
TREVOR BOND:	Sure. Well, the activity, I think, is driven just by the very good opportunities that the Watermark team had unearthed in different markets across the country. It’s focused on the U.S. domestically. And so, like anything else, they look at a lot and invest in just a few. And those were the ones that came to our attention. So, good properties in solid markets. Not necessarily primary markets, but the theory is, good going in income, but also the potential to improve that income with some selected investments of capital. Some of these were somewhat capital-constrained, so a little bit of capital goes a long way in improving the revenue per available room. They’re not IRR-driven investments in the sense that we buy them cheap and then sell them and flip them and get much of the return from the back end. We expect more of a steady income-growth scenario in those. In terms of the size of the fund, the fund should close soon, because its stated life is, I think, at the end of September -- September 15th. And so we’ve seen a pickup in fundraising activity, as you’d expect, towards the close of a fund. I don’t have the exact number for how much CWI has raised, but we expect that it will be...
KATY RICE:	Five and a quarter.  A little over.
TREVOR BOND:	$525 million or so, by the time. That’s our best guess.
SHEILA McGRATH:	And because that’s a different property type than you’re typically focused on, would that eventually be considered that you would want to wholly own it, or not necessarily, because it’s lodging?
TREVOR BOND:	Thanks for asking. Actually, I did touch on that briefly at the beginning.
SHEILA McGRATH:	Oh, I’m sorry.
TREVOR BOND:	Maybe not as clearly. I wanted to emphasize that we don’t intend to bring the storage assets that we purchase through our CPA funds, or the hotels that are purchased through CWI.  It’s not our goal or our intention to bring them on to W. P. Carey’s balance sheet. And they have teams in place that can manage them, should other options appear or be considered by us down the road.

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SHEILA McGRATH:	And then I apologize if you touched on this, but on CPA:18, in terms of when we’re looking at kind of the impact to the bottom line, in terms of wholesaling revenues, et cetera, can you give us any insight to how we should think about that in the back half of the year?
TREVOR BOND:	Very little.
KATY RICE:	Yeah.
TREVOR BOND:	De minimis.
KATY RICE:	I would say, yeah, just maybe a little bit in the fourth quarter, but much more so in 2014.
SHEILA McGRATH:	Okay, that’s helpful. And then, Trevor, just kind of, big-picture-wise, we’ve heard different companies talk about real big volumes of fundraising, and then you guys, it seems like it’s a little bit smaller volumes. Can you just remind us on your philosophy of capital raising? Do you intentionally slow down the fundraising at different points in the cycle?
TREVOR BOND:	We do. We have in the past. Certainly just before the last crisis, we had stepped out of the market on a couple of different occasions. In this particular case, our fundraising has been not as robust, simply because we closed CPA:17 at the end of the year, and it did take time to launch CPA:18, just because of the regulatory hurdles that are involved with the SEC and FINRA and all the states, and then also getting select dealer agreements with each of the broker-dealers that carry the products. So there’s some frictional time involved. And that had been anticipated by Mark Goldberg, who’s the president of Carey Financial, a captive subsidiary owned by the REIT. So it’s something that we had anticipated and hasn’t impacted us in terms of growth of AUM, because we had, as I mentioned, and still have, sufficient dry powder in CPA:17.
SHEILA McGRATH:	Okay.
TREVOR BOND:	And also, I’ll point out, Sheila, if you don’t mind, the real benefit, actually, from our point of view -- from management’s point of view -- is that the sales force, because there was no CPA product to sell, had Carey Watermark investors to sell a hotel product which was new when we first launched it, a couple years ago. And it gave them a chance to focus on something different and new, which is further enhancing their ability to sell other products. So that’s been a benefit, because the fundraising has picked up from the hotel fund.
SHEILA McGRATH:	Okay. And then, just moving over to the pending merger, CPA:16 filed a 10-Q today. And I haven’t had a chance to go through it yet. But when you originally forecasted the accretion for the potential transaction, was all your estimates, were they all off of first quarter, or would the new filing necessarily impact the potential accretion?
KATY RICE:	Yeah. Hey, Sheila. The accretion numbers that we gave are really thinking through the timing, which probably the transaction wouldn’t close until the first quarter of 2014.
SHEILA McGRATH:	Okay.
KATY RICE:	So you can use those numbers. I don’t think, for CPA:16, there will be significant material changes to the numbers, because, other than some small sales and refinancings, it’s a relatively static pool, if you will. All right?

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SHEILA McGRATH:	Okay.
KATY RICE:	But there are a lot of ups and downs. You have to add the lease revenue, reduce it by the asset-management revenues that we’ve received from CPA:16, adjust for our ownership interest, make G&A and tax adjustments. And then, obviously, the wide range of the accretion numbers that we gave were based on the ends of the collar that we negotiated -- the price collar -- and the share count associated with that. So it’s a pretty wide range, but there’s a lot of different inputs.
SHEILA McGRATH:	Okay. And then can you just remind us, on the go-shop -- that’s a couple more weeks -- is it a process that the investment banks running it give you information that there are other people looking and there’s a bid coming, or you’re not updated? I just don’t know how that works.
TREVOR BOND:	That would be nice.
SHEILA McGRATH:	[ Laughs ]
TREVOR BOND:	However, no. We will not know, really, anything about that process. There’s a data room that is completely controlled by Barclays, the investment banker. And so they’re running that process completely independently and reporting to the CPA:16 special committee directly.
SHEILA McGRATH:	I see, okay. And so what is the date? When does it end, another two weeks?
KATY RICE:	August 24th.
SHEILA McGRATH:	August 24th, okay. And last question. And I missed the first part of the call, if you touched on this. On the estate shares, can you just update us how we should think about that? I did see that the estate filed a 144 today. Just update us how we should think about that.
TREVOR BOND:	Sure. The estate now roughly controls or owns approximately 10 million shares of our 69-plus-or-minus. By the terms of the will -- and this is something that I had mentioned on earlier calls -- much of that -- some 60% of it -- is intended to go to the foundation, which is its committed, long-term owner. And then the balance would be distributed amongst individual legatees, most of whom are family members of Bill, who also have indicated a long-term commitment to the company. So we don’t expect a big overhang. The 144 that you see, that’s registered, is for a certain amount that would cover expenses -- tax reserves and other expenses -- of managing the estate. And we feel that they’ll be prudent in how they actually go about obtaining that -- the sales.
SHEILA McGRATH:	Okay. Okay, great. Thank you very much.
TREVOR BOND:	Thank you.
OPERATOR:	Next question comes from Dan Donlan of Ladenburg Thalmann, for a follow-up. Please go ahead.
DAN DONLAN:	Yeah, Katy, just going back to the guidance on post the merger, is that just what we should add to the annual number, or is that, given the timing, just what would be added to 2014?
KATY RICE:	Yeah, the accretion numbers we gave would be the additions to 2014.

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DAN DONLAN:	So, if the transaction closed exactly at year-end, would there be more accretion? That’s what I’m trying to get at. I’m sorry.
KATY RICE:	Oh, yeah, okay. We are assuming a January closing, either 1st or 31st. So that probably won’t be a huge differentiating factor on timing. But this is subject to SEC review, shareholder vote, the go-shop. There’s lots of timing of things that could change that.
DAN DONLAN:	Sure. So you’re saying that if it’s delayed, then the accretion would be less than what you guided. I guess you’re telling me that the accretion number is not as if you closed at the end of the year. It is simply what you expect, based upon when it’s going to close, under your existing assumptions, right?
KATY RICE:	Yeah. We thought, in January sometime.
DAN DONLAN:	Right.
KATY RICE:	So that wouldn’t be that different. But, remember, most of the accretion is adding the real-estate revenue from CPA:16 to WPC. So the sooner you get it in there, in the year, the more accretion for the year.
DAN DONLAN:	Right. I’m just trying to get to the correct run rate on a going-forward basis, more or less. And appreciate that collar. And then is there anything else external that you’re assuming in that accretion, or is that just on the deal alone? Is there any type of capital raises? And I think you addressed this the last call. Just wanted to double-check. But any type of debt or equity raises, or is that just simply saying, “The balance sheet, where we see it at the end of the year, that’s the accretion that we see”?
KATY RICE:	Yeah, we have an internal model that, obviously, we’re not providing guidance at this time. We hope to, at some point in the future. But for 2014, that does include additional acquisitions for WPC, increased interest-rate environment, a normalization of our leverage -- all the things that you would look to in a 2014 plan. So those are all included in our thought process.
DAN DONLAN:	Okay. Okay, thank you.
KATY RICE:	Mm-hmm.
TREVOR BOND:	Thank you.
OPERATOR:	This conference has now concluded. Thank you for attending today’s presentation. You may now disconnect your line.

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EX-99.2

1

Exhibit 99.2

Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to

Rule14a-12 under the Securities Exchange Act of 1934, as amended

Filing Person: W. P. Carey Inc.

Subject Company: Corporate Property Associates 16 – Global Incorporated

Commission File No.: 001-32162

	W. P. Carey Inc. “Proposed Merger Conference Call” Friday, July 26, 2013, 11:00 AM ET Trevor Bond John Park Katy Rice Kristin Brown
OPERATOR:	Good morning and welcome to the W. P. Carey Proposed Merger Conference Call.  All participants will be in a listen-only mode.  Should you need assistance, please signal a conference specialist by pressing the “*” key followed by “0.”  After today’s presentation, there will be an opportunity to ask questions.  To ask a question, you may press “*” then “1” on your touchtone phone, to withdraw your question please press “*” then “2.”  Please note this event is being recorded.
	I would now like to turn the conference over to Kristin Brown, VP of Investor Relations.  Please go ahead, ma’am.
KRISTIN BROWN:	Thank you, Denise.  Good morning and welcome everyone.  On today’s conference call, we will be discussing the proposed merger of CPA16 - Global with W. P. Carey, Inc.  We posted a presentation in the investor section of our website wpcarey.com with a number of slides that we will be referring to in today’s discussion.
	Joining us from management are W. P. Carey’s President and CEO, Trevor Bond; Director of Strategic Planning, John Park; and Chief Financial Officer, Katy Rice.  Today’s call is also being simulcast on our website and will be archived for 90 days.
	Before I turn the call over to Trevor, I need to inform you that some statements made on today’s call may not be historic fact and may be deemed to be forward-looking statements.  Factors that could cause actual results to differ materially from W. P. Carey’s expectations are listed in our SEC filing.
	Now, I would like to turn the call over to Trevor.
TREVOR BOND:	Thanks Kristin and thanks everyone for joining us today, as we discuss the proposed merger.  It’s been said that a fair negotiation is one in which neither side gets everything it wants, but nonetheless, each side feels it’s achieved something significant and worthwhile.  And I think this proposed transaction will accomplish that for shareholders of both companies.
	Since our successful merger with CPA:15 in 2012, the question of whether and when we merge with CPA:16 has come quite often, and our response has always been that while most observers would agree that W. P. Carey would be a logical and a strong buyer by no means would it be the only possible buyer.  And also of

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	course, we pointed out that the final decision rests not with W. P. Carey, but with the CPA:16 board of directors, as advised by their attorneys and investment bankers and ultimately of course, the shareholders themselves.
	So clearly the challenge from the outset of this process, about which we will be providing more details later, has been to strike the right balance between the stakeholders and this proposed transaction really accomplishes that.
	As I said, because W. P. Carey originated and has managed this portfolio for several years, we know the portfolio well.  For example, we know the joint venture assets, because we already are the joint venture partner with CPA:16.  We know the European assets and already have a fully staffed office in Amsterdam to manage them.  We know the debt on each property and the lenders et cetera.  And because of these factors and others, we were able to bid with confidence and that confidence translates into a smoother execution and closing process, which we think was attractive to the CPA:16 board, in addition to the price.
	That said, it was important for both sides CPA:16 and W. P. Carey that whatever the agreed upon price, there should be a marketing process, during which other interested parties could bid.  So there is a go shop provision in the agreement, which we will be talking about in a moment.  Also as mentioned, we will be seeking shareholder approval following the issuance of a detailed registration statement, that’s duly reviewed by the SEC.
	So with that in mind, let’s turn to the transaction overview on the first slide.  In broad terms, it would be valued at approximately $4 billion.  And post-merger, the combined company would have a total enterprise value of about $10.1 billion.  We expect the transaction to be accretive to our AFFO per share, which would enable us to raise the combined company’s dividend to a minimum of $3.52 per share.
	Finally, the merger would provide W. P. Carey with important strategic advantages, not the least of which is that it’d significantly improve the quality of our earnings and there are other benefits that we will be describing throughout this presentation.
	And now, I will turn the microphone over to John Park, our Director of Strategic Planning, who will go through the transaction details and some of those strategic and financial highlights.
JOHN PARK:	Thank you Trevor and good morning everyone and thank you for joining us on this call.  Let me walk you through the transaction details on page four of the presentation.  The transaction structure has a 100% stock-for-stock transaction with a 12% collar up and down.  The midpoint of the collar or the reference price is $69.42, which was set based on the volume weighted average price of WPC stock on this Monday and Tuesday.  This is the first transaction that we have used a collar.  Let me explain the mechanics.  The exchange ratio will be determined based on a five-day volume weighted average price prior to closing with a per share consideration of each share of CPA:16 of $11.25.  Based on the average price, the amount of shares issued to CPA:16 will adjust between 0.1842 and 0.1447 shares.
	In terms of share price, the range represents $61.09 to $77.75.  So as an example, based on yesterday’s closing price of $67.81, the exchange ratio would be 0.1659.  The collar provides some downside protection for CPA:16

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stockholders in case of price decline and upside for WPC shareholders if the stock price increases above the reference price.

In terms of pricing, the purchase price implies a cap rate of 7.7% and an AFFO multiple of 13.8 times.  As Trevor said, we think we are paying a fair price and we believe it’s worth it, because we will be acquiring a high quality portfolio that fits our own like a glove.

Furthermore, we believe we can extract the most value from the assets through our active asset management after the transaction is completed.  Again as Trevor said, the transaction is expected to be immediately accretive.  The expected AFFO accretion range is approximately $0.20 to $0.50 per share, depending on the exchange ratio.  Based on that accretion, we expect to raise the dividend to $3.52 per share at the bottom end of the accretion range.  Katy will talk more about the dividend in her remarks later in the presentation.

The transaction will result in a modest increase in our leverage, but we believe it’s certainly at a manageable level.  As for the ownership, CPA:16 stockholders will own approximately 28% of the combined company, as W. P. Carey’s approximately 19% interest in CPA:16 will be cancelled.  I should point out that many of the numbers in this presentation, including the ownership estimate, are based on the reference price of $69.42, except the dividend increase.

The other new aspect of the transaction is the go shop.  The special committee of CPA:16 and their financial and legal advisors have run a robust process over the last several months for us to get to this point.  We agreed with them that it would be prudent to have a go shop process given the nature of the transaction and the environment.  So the special committee of CPA:16 with the assistance of their advisors will run the process over the next 30 days.

There are no changes anticipated on management or board.  I may be pointing out the obvious, but we have no integration risk with this transaction.  In addition to continuity of management, we purchased and managed all of these assets over the last decade and we know them inside out.  We also have extensive relationships with the tenants and the lenders.

In terms of the timing, we expect to close the transaction in the first quarter of 2014, but that’s subject to SEC review and shareholder approvals of W. P. Carey and CPA: 16.

Turning to page five, I’d like to talk about the benefit of the transaction.  While this transaction is not quite as transformational as our acquisition of CPA:15 and the simultaneous REIT conversion last year, there are several important financial and strategic benefits.

First of all, this transaction increases and improves the quality of W. P. Carey’s earnings.  Katy will cover many of the metrics of the pro forma combined company’s portfolio, including diversification benefits.  This transaction will continue our evolution from a hybrid LLC that derives the majority of its revenues from investment management into a large net lease REIT by shifting revenue mix to a stable net lease rental income.

Even though our core business of making superior risk adjusted investment in net leases has not changed much over the years, the combined company will look very different in terms of its revenue composition and balance sheet.  This transaction also increases our size significantly to over $10 billion in total

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	enterprise value.  The increased scale is certainly of benefit, but we’d view it as a bonus as we execute our strategy.
	In addition to financial and portfolio benefits, we believe the transaction will also enhance our platform and positions us for the future.  The combined company will have enhanced access to various sources of capital at efficient pricing and the increased flow will improve the liquidity of the stock and the size of the combined entity will also result in additional market support to index rebalancing.
	The other benefit of the merger is that the transaction will simplify W. P. Carey’s financials, as we consolidate many joint ventures that Trevor referred to with CPA:16, totaling 280 properties and also by consolidating our 19% ownership of CPA:16.  I know many of you who try to build models of W. P. Carey will analyze our financials and will really appreciate that.
	Lastly, I’d like to finish with a brief discussion of our investment management business.  We’ll continue to manage our current funds and sponsor new vehicles because we believe that investment management business continues to have significant strategic value and financial benefits, even though it will be a much smaller contributor to our business.  We believe that this transaction reaffirms our position as the premier manager in the non-traded REIT sector as this will be the fifteenth successful liquidation of our programs over the last 35 years.
	That concludes my portion of the presentation.  Let me turn it back over to Trevor.
TREVOR BOND:	Thanks John.  In a moment Katy Rice will walk you through some of the key metrics of the proposed combined company.  Before she does, I want to step back and review for those of you who don’t know us that well, some of the highlights about W. P. Carey and also about the CPA:16 portfolio.
	To begin with on slide six, W. P. Carey is the largest owner/manager of triple net lease assets with a combined $15.2 billion of assets under ownership and management.  We’ve been in business for 40 years, during which period we’ve established a strong credit and real estate underwriting platform that’s driven our investment performance.  Most importantly, we’ve compiled over these years a long track record of providing well-covered rising dividends.
	As you’d expect, industry observers generally group W. P. Carey in the net lease sector which encompasses a fairly wide range of investment strategies and property types.  The ways we distinguish ourselves within that sector are as follows.  The first, which I have already mentioned, is our international experience and expertise.  We believe having a global presence offers us a broader deeper pool of investment opportunities.
	Second, we’ve always emphasized portfolio diversification by industry, by property type and by geography.  As we often say, we’ve never not been diversified.  And of course, the CPA:16 portfolio, as John pointed out, certainly plays to that strength.
	Third, we have a unique business model that includes a strategically valuable investment management platform that enables us to earn a sticky stream of fee income while also providing us access to a distinct retail-oriented channel for equity capital — that is in addition to the public equity markets.  Utilizing this other channel sold through our captive broker dealer, Carey Financial, enables

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	us to grow the investment management segment without diluting our equity base, and without relying on the sometimes fickle public markets.
	The next slide displays the track record that we’ve established in that investment management segment, and this proposed merger, which would represent the fifteenth time we’ll have brought a fund full cycle, will enhance the W. P. Carey brand value in that sector.
	And now turning to the next slide for a brief overview of CPA:16, which is a non-traded REIT formed in 2003 and sponsored by W. P. Carey of course.  It’s a high quality, 47 million square foot portfolio consisting of nearly 500 properties, most of which are triple net leased to 140 corporate tenants.  It’s 97% occupied with average lease term of 10.1 years, and is diversified across tenant industries, geographies and property types.
	And with that, I’ll turn the microphone over now to Katy Rice to talk about the proposed combined company.
KATY RICE:	Great, thanks Trevor.  Let me walk you through some of the key portfolio and financial metrics for the combined company.  If you have the presentation open, this section starts on page ten.  CPA:16 has a large well-diversified portfolio of assets that in many ways is very similar to WPC’s owned real estate assets.  The combined companies will be comprised of 734 properties, encompassing 86 million square feet with an occupancy rate of 98% and $643 million of annualized contractual minimum rent.
	Properties are leased to 231 different tenants, 22% of which are investment grade.  By the way, all the portfolio numbers we are walking you through are as at March 31, 2013.  As we continue to manage the CPA:16 portfolio over the coming quarters, some changes could occur.  Properties will be sold and refinanced, but we believe the metrics we are providing are representative of the portfolio as it stands today.
	The CPA:16 properties are located across the US and in 13 countries in Europe and Asia.  As you can see on pages eleven and twelve of the presentation, the geographic dispersion is fairly consistent with the WPC-owned portfolio.  In the combined company, about 71% of the properties are located in the US and 29% of the properties are international, the majority of which are in Europe.
	Most of our European assets are in the Northern European countries with our largest exposure in Germany.  In addition to the geographic diversity, the combined company will be well diversified by property type with 30% industrial, 23% office, 18% warehouse distribution and 13% retail.  So no significant changes to the WPC owned portfolio type mix.
	Likewise the CPA:16 portfolio is diversified by tenant industry with a very similar mix to WPC.  The combined company tenant industry breakdown is on page fourteen.
	One of the many benefits of the proposed merger is that we’ll reduce our top ten tenant concentration from 40% to approximately 30% with only one tenant, which is Hellweg the leading German do-it-yourself retailer, contributing more than 5% post-merger.
	You can see the combined company’s top ten tenants on page fifteen.  Our largest tenants include many established corporate credits that are household

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names around the world.  They include major European retailers such as Hellweg, which I just mentioned; Carrefour, the world’s second largest food retailer; and OBI, a leading European DIY retailer; as well as many large, well established US based companies such as Marriott, U-Haul, TrueValue, AMD and The New York Times.

From a tenant credit quality perspective, the CPA portfolio has a lower percentage of investment grade tenants than the WPC owned portfolio.  Currently, the WPC tenant base is about 31% investment grade and the combined company will be approximately 22%.  We’ve an internal rating system that uses the term implied investment grade for tenants who are subsidiaries of investment grade companies or who have investment grade balance sheets and operating metrics.

Based on our internal rating system, about 27% of CPI:16’s tenant base is investment grade or implied investment grade versus 51% for WPC, resulting in approximately 39% for the combined company.  We’ve a strong, credit underwriting culture here at W. P. Carey.  We believe the best risk-adjusted returns are often generated by investing in net leases with below investment grade tenants.  This requires that we carefully underwrite both the tenant and the real estate and then structure a lease that helps mitigate risk and capture upside.  We found that many of our tenants perform well over time and are upgraded during our lease term.  This has resulted in somewhat higher percentages of investment grade tenants over time.

Another benefit of the proposed merger is that our weighted average lease term will increase from 8.8 to 9.5 years.  The combined company will have almost no lease revenue expiring for the remainder of 2013 and approximately 6% of lease revenue expiring in 2014.  This number declines to 3.7% in 2015, 5.2% in 2016, and 3% in 2017.  Our 40-plus person asset management team has a plan in place for each of the WPC and CPA:16 near term lease expirations.

In most cases, we already have an active dialog with our tenants and know what their intentions are.  Our proactive approach allows us to create the best possible outcome for each asset.

An important component of our investment strategy is to capture internal revenue growth from built-in rent increases to our leases.  Typically these rent increases are based on either an inflation measure such as CPI or simply fixed bumps.

On page 18, you can see the contractual rent increases for the combined company.  Over 42% are from uncapped CPI, 28% from capped CPI and 24% from fixed lease bumps.  Only 3% of our leases have no contractual rent increases.  While CPI’s has been quite low recently, when the economy begins to grow again these lease provisions will become an important source of growth for WPC.

So that’s a quick summary of the portfolio.  As you know, all of the assets were underwritten, acquired, and subsequently managed by our investments and asset management teams.  So there is minimal integration risk to this merger.  We are aware of all of positive and negative attributes of the CPA:16 portfolio and we believe that the consideration we are offering reflects a market price for this particular portfolio.

Now, let’s quickly review some of the key operating metrics including a potential dividend increase.  As you can see on page nineteen, the CPA:16 portfolio would

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	add about $4 billion of enterprise value to WPC, which would currently position us as the second largest REIT in the net lease space.  As Trevor and John have outlined, while we would not grow for growth’s sake, we do think there are some benefits to increase size and scale and hope to access more efficiently priced capital as a result.
	The transaction does however increase our leverage to 36% on a net debt total enterprise value basis and to about 48% on a total debt to gross assets basis.  Between the proposed merger and the $190 million of investment volume we’ve added to the balance sheet so far this year, we will want to raise some permanent capital to repay short-term borrowings and reduce our leverage after the merger is closed.
	John mentioned that one of the benefits of the proposed transaction is the diversification of our real estate revenue stream.  In addition, the transaction would increase our pro forma revenue from real estate to approximately 90% or conversely would reduce our pro forma revenue from investment management to approximately 10% of our total revenue versus over 20% currently.
	Now, let me finish up with the discussion of the potential dividend increase.  As you can see on page twenty, WPC has a long history of dividend growth.  In 2013, most of the growth you saw in our second quarter dividend was the result of the addition of $2.8 billion of real estate from our merger with CPA:15 last October.  To the extent the CPA:16 merger is approved by shareholders and closes sometime in the first quarter of 2014, we would expect to increase the WPC dividend to a minimum level of $3.52 per share.
	This estimate is based on the number of shares we would issue at the low end of the stock price collar and an 80% payout ratio.  Many things will factor into the ultimate dividend determination including tax considerations, any gains or losses on asset sales and of course, sustainability.  So while it is certainly subject to change, we are comfortable with this estimate at the low end of the exchange ratio.
	And with that, let me turn it back over to Trevor.
TREVOR BOND:	Thanks Katy.  As for the transaction process, which is outlined on this next slide, it’s anticipated that by the fourth quarter of this year we will be in a position to hold the shareholders votes for both W. P. Carey and CPA:16.  Of course, there are parts of that process that we don’t control, particularly the review by the SEC, but that’s our best estimate at the moment.  And based on that timeframe, we hope to close the transaction in the first quarter of 2014, assuming of course, that the shareholders approve it.  We certainly hope and expect they will because we think the transaction will create value for both W. P. Carey and CPA:16.
	And if you turn now to the next slide, I’ll briefly recap the merits of the transaction before we turn to your questions.  First, as Katy’s mentioned, the proposed merger would enable W. P. Carey to further execute its strategy of increasing the percentage of revenue that we earned from our diversified portfolio of net lease assets and reducing on a relative basis, the percentage earned from the more cyclical investment management platform.
	Second, it provides a liquidity event for CPA:16 shareholders.  Third, it would facilitate the continued growth of our dividend, as the acquisition is expected to be accretive to our AFFO per share.  Fourth, it increases W. P. Carey’s size, scale and liquidity.  This will enhance future access to diverse efficiently-priced

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	capital, and also it will strengthen our currency value, which could be useful as we continue to grow both internally and externally.
	And that concludes our formal presentation.  And now, I think we would like to open up the discussions for any questions that you might have.
Q&A
OPERATOR:	We will now begin the question and answer session.  To ask a question, you may press “*” then “1” on your touchtone phone.  If you are using a speakerphone, please pickup your handset prior to pressing the keys.  To withdraw your question, please press “*” then “2.”
	Our first question is from Sheila McGrath from Evercore.  Please go ahead, madam.
SHEILA MCGRATH:	Yes, good morning.  Trevor, I was wondering if you could talk about the pricing and the accretion of this portfolio versus CPA:15, just kind of the…even the composition of the portfolio and cap rates?
TREVOR BOND:	Well, the composition is relatively consistent with that of CPA:15, generally speaking.  With respect to the overall cap rate, the cap rate did change on that transaction, if you recall, from the time we announced that in February of 2012 to the time the transaction actually closed based on the appreciation of our share price.  The final cap rate paid was roughly the same; it was about 7.8% as compared to 7.7% for this.  And again, when we started it was in the 8’s, when closed it was in the high 7’s.
	With respect to the accretion, I think we knew at the time there was going to be more accretion for that transaction.  I think we were able to peg it because of the fixed exchange ratio and it was $0.60 a share for that transaction.  This transaction as we said is going to be in a range, not quite as accretive and the final accretion will depend on the share movement and the collar as we’ve discussed.
SHEILA MCGRATH:	Okay and then secondly, asset management, I think Katy highlighted, will be a smaller portion of your earnings, kind of enhancing the quality of the earnings.  But should we view that as W. P. Carey deemphasizing the asset management, or it’s just a kind of outgrowth of having more owned real estate?
TREVOR BOND:	It’s really the latter Sheila, and that’s why I emphasized that in relative terms the investment management will be reduced, and as Katy had said, it will be down in the combined company to 10% of AFFO.  But it is our intention, we still like the business.  As I said, it’s a great way for us to grow.  Without issuing dilutive equity, we can add our assets under management, which has the steady fee income.  We continue to have CWI, the hotel fund, we’re raising CPA:18, and so as 18 grows and the other funds grow, we will continue to grow that revenue stream.
SHEILA MCGRATH:	Okay.
TREVOR BOND:	On absolute basis it will be growing.
SHEILA MCGRATH:	Okay.  And then last question from me is, can you just give us your insight on how you think we should view the overhang issue of the CPA:16 retail

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	shareholders converting to a liquid security and how we should view that based on your experience with 15, as well?
TREVOR BOND:	Sure well.  We found in CPA:15 that we think we were right to have no lockup; we didn’t feel that that was fair to those shareholders who did seek liquidity.  On the other hand, we found that there was a tremendous amount of investors that really did like the roll into the new more liquid security, and so, we had a very favorable retention rate.  That said, we do expect that many investors by virtue of where they are in their lives will seek to sell their shares into the market, and I think that’s really the point of a liquidity transaction from their point of view.  And we think that one of the key strategic advantages from W. P. Carey’s point of view is to increase liquidity; our shares have traded in the 350,000 share a day range on average and that is up from — if you remember this time last summer, it was about 35,000 shares per day.  So clearly, we’ve made some improvements in CPA:15, the merger with 15 last year really facilitated that.  And we expect that because of some of the shares coming on the market that that will further improve.  And we think that, net-net that’s a positive, notwithstanding potential volatility in the early stages.
SHEILA MCGRATH:	Thank you.
OPERATOR:	Our next question is from Dan Donlan from Ladenburg Thalmann.  Please go ahead.
DAN DONLAN:	Thank you and good morning.
TREVOR BOND:	Hi Dan.
DAN DONLAN:	So as the…you guys own 18% of CPA:16.  How do you think you guys are going to vote on this merger?
TREVOR BOND:	We don’t vote on the merger unfortunately Dan.  It’s 18.5% but we actually won’t vote for it.
DAN DONLAN:	Okay, okay.  Sorry, it’s kind of a bad joke.  As it pertains to…you guys gave the percentage of revenues, the change from investment management in terms of what the percentage is going to be, do you have with that might be on an AFFO basis?
KATY RICE:	You know Dan, I don’t have the number at top of my head.  That’s really just based on sort of 2013 estimated revenues.
DAN DONLAN:	Right, okay.
KATY RICE:	I can get that for you.
DAN DONLAN:	No, I was just more or less curious, not a big deal.  I mean, obviously it’s going to be moving down, which I think is considered better income from a multiple standpoint.  And as far as looking at your rents, they are doubling here, but obviously the AFFO accretion is little bit less.  Is that just simply because you are already collecting a lot of AFFO from this entity anyway, so it’s not necessarily a fair way to kind of look at that?
KATY RICE:	Well, it’s obviously a combination of the combination, which is we are adding the real estate revenue, but we are losing the asset management revenue from CPA:16.  So you are right, it is sort of a combination of those factors.

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DAN DONLAN:	Okay.
JOHN PARK:	The other factor that Dan I would add is that we already have a more tax favorable structure with CPA:16. So in cancelling that arrangement it makes it less accretive from an accretion standpoint.
DAN DONLAN:	Okay. And then in terms of your leverage, you are under levered heading into this deal, anyways but you are kind of moving it up 800 basis points, which is in line with your peers. If you had done this on a leverage mutual basis, how much accretion do you think you would lose if you did it that way?
KATY RICE:	Yes, I mean we didn’t necessarily look at it that way. I mean I think what we…the way we would look at it is we will de-lever post transaction, because we would want to be raising permanent capital to finance the debt in the deal. So, I think, our targets on leverage are sort of in that plus or minus 40% debt to total growth assets. And as you know, we are considering moving forward with the rating agency and investment grade process. So we would want to get that leverage in line with those metrics.
TREVOR BOND:	It’s worth noting also that the reason that the leverage goes up is because of the non-REIT course, the mortgage debt that we are assuming. There was no new debt taken on in order to affect the transaction.
DAN DONLAN:	Right. And then, as far as the average hold of the CPA:16 holders, do you have anything there? I am just kind of curious as to how long those holders haven’t had a liquidity event for it, do you think it’s less than what it was for CPA:15, because I realize…and I think in 15 there were some people that might have held that stock or had a prior entity that was rolled into it, that held it for more than 10 years?
JOHN PARK:	It’s similar case here also. We have some investors who rolled into CPA:16 from CPA:14, but…so we expect the retention to be similar to CPA:15.
DAN DONLAN:	Okay, but the average hold, is it more or less you think than in 15 was?
JOHN PARK:	I think it’s about the same.
DAN DONLAN:	About the same, okay. And then as far as the dividend goes, it would seem to me that your 5% increase is fairly modest. Would you feel comfortable raising that if indeed the accretion is towards the higher end of your range once the merger closes?
KATY RICE:	Yes, I mean, I think, as we are trying to point out the accretion range that we are giving you of $0.20 to $0.50 is based on the collar high and low price, whereas the dividend increase that we are giving the estimate to $3.52 is just for the low end of that price collar. So I think, obviously there are a lot of things that go into our dividend, but we are just giving you that one point at the low end of the range, as kind of a minimum dividend increase.
DAN DONLAN:	Okay, and then last but not least. Given that your, if the merger does indeed close, the pro forma company will generate more income from rents. It will be a larger portfolio, does that kind of change the way that you look at on your dividend coverage on a future basis? I know you said in years past, you wanted to make sure, it’s probably close to, above 90% taxable income, as you are supposed to, but you may be a 100%. Do you maybe pay out a little bit more

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	than that because — so a bigger…a higher AFFO payout ratio…dividend AFFO payout ratio — because you have a more diversified portfolio that’s driving more of the revenues from rents?
KATY RICE:	Yes, I mean I think that’s probably right. I think our low payout ratio is primarily based on the fact that the investment management revenue is run through a TRS. And so, as that percentage of revenue goes down in the pro forma company, I think what you are saying is accurate that clearly every REIT endeavors to distribute 100% of their taxable income so that we are not paying tax, so that percentage of payout from AFFO will most likely go up because of the increased real estate revenue contribution.
DAN DONLAN:	Okay, understood. Thank you and have a good weekend.
KATY RICE:	Thanks Dan.
TREVOR BOND:	Thank you Dan.
OPERATOR:	Our next question is from Paul Adornato from BMO Capital Markets. Please go ahead, sir.
PAUL ADORNATO:	Hi, good morning.
TREVOR BOND:	Hi, Paul.
JOHN PARK:	Hi, Paul.
PAUL ADORNATO:	I was wondering if you could talk a little bit about the go shop provision, and whether the CPA:16 board would consider or is considering breaking up the portfolio or selling it in pieces in order to maximize value for CPA:16 shareholders?
JOHN PARK:	I think that’s really up to the CPA:16 special committee and their advisors to decide.
PAUL ADORNATO:	And was the process, was there a similar go shop for CPA:15?
JOHN PARK:	No, there was not.
PAUL ADORNATO:	Okay. Any indication, I am sorry, I am not sure if I got this from your remarks or not. Was there a sale process or a showing to the market before today or will that process start today?
JOHN PARK:	That process will start today.
PAUL ADORNATO:	Okay. Great. Thank you.
TREVOR BOND:	Thank you.
OPERATOR:	Our next question is from John Woloshin from UBS. Please go ahead.
JOHN WOLOSHIN:	Good morning.
TREVOR BOND:	Good morning, John.

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JOHN WOLOSHIN:	Yes, a couple of questions, you talked about a couple of times permanent capital, what’s kind of your guys thought process of equity versus converts versus preferred in terms of permanent capital or more permanent capital?
KATY RICE:	Yes, that’s a good question. I mean obviously, we are hopeful that the merger will close sometime in the first quarter, and I think John we would look at all of those options to raise permanent capital and frankly de-lever the balance sheet a little bit and payoff our short-term borrowings that are related to not only the merger transaction, but to a number of the transactions, the deals that we have bought really since the beginning of the year, about almost $200 million worth. So we would want to go into the market and finance those on a longer term basis, first with some sort of equity-like security, and then probably with some longer term debt as well.
JOHN WOLOSHIN:	But yes, I appreciate that, but is there, it may sound like an odd question, I am assuming you guys do not have a philosophical objection to when you say equity-like whether it is some sort of preferred or a convert instrument, and the only reason I bring it up is that I’ve had companies say they don’t like to do that kind of stuff?
KATY RICE:	No, I think, look we are looking for efficiently priced capital. I would say that those securities tend to trade off of ratings and it would probably be beneficial to us to have a rating before issuing those. We also think there is some benefit to issuing primary shares at some point and boosting our research coverage and getting a deal out into the market to increase trading volume and what not.
JOHN WOLOSHIN:	Sure, I appreciate that.
KATY RICE:	But going forward obviously, we will be looking at all forms of well-priced capital.
JOHN WOLOSHIN:	Okay, great. Thank you. Secondly on the collar, what was the thought process behind the collar? It seemed like a pretty big range at 12%?
JOHN PARK:	That was really negotiated in conjunction with the price with CPA:16 and we felt that it offers some downside protection for CPA:16 and some upside for WPC.
JOHN WOLOSHIN:	Okay.
KATY RICE:	A typical collar is usually in the 10% to 15% range.
JOHN WOLOSHIN:	Okay. And then you guys put out a really good accretion analysis when you did the 15 roll-up. I guess a couple of things, will you be putting something like that out, question number one. And question number two, can you give us any color on this call, as to, I mean, the simplification you talked about which is great, what may be moving out of investment income and how many joint ventures will be left? Just some color would be helpful?
JOHN PARK:	Yes John, we provided the detailed breakdown of the AFFO accretion later in the process that in CPA:15 transaction. A lot of information will be contained in the proxy and we will also provide some supplementary information when providing those details.
KATY RICE:	But I can tell you in terms of JVs, CPA:16 has like 29 joint ventures with either WPC or CPA:17. So it’s a pretty extensive number and involves you know almost 300 properties. So I think that simplification will make a nice difference for investors going forward.

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JOHN WOLOSHIN:	And all those JVs will be going away assuming the deal closes.
KATY RICE:	Yes, not necessarily with 17, but yes, with WPC they would be effectively consolidated.
JOHN WOLOSHIN:	Okay. And just the last question, I don’t know if you guys can touch on how the capital raise for 18 is going or not?
TREVOR BOND:	The capital raise for CPA:18 is going as expected. We are still signing dealer agreements and we have broken escrow, which is an important first step. So we’ve been thinking that that would pick up pace as the year wore on particularly in the fall, and I think we continue to expect that. We also still have dry powder remaining in CPA:17, which we expect to have invested by — would say at the end of the first quarter if not first half of next year.
JOHN WOLOSHIN:	Okay, great. Thank you very much.
OPERATOR:	Our final question comes from Sheila McGrath from Evercore. Please go ahead.
SHEILA MCGRATH:	Yes a couple other quick questions. John, you mentioned that the disclosures will be more simplified post transaction. I am just wondering did you already put out or will you be putting out a pro forma kind of operating statement for the combined company?
JOHN PARK:	It will be in the S-4.
SHEILA MCGRATH:	S-4, okay. And then can you remind us Trevor on the whole go shop. Can you remind us, if there were another bid for the portfolio that I know WPC would be in a position to capture some additional fees, I am just wondering if you could remind us what those fees might be?
TREVOR BOND:	You know what, I am going to let John handle that.
SHEILA MCGRATH:	Sure.
JOHN PARK:	If the transaction happens by a third party, we would collect backend fees. There are two components of it. There is the disposition fee as well as our backend GP (Ph) promote.
SHEILA MCGRATH:	Okay, okay. And then the last question is, the leverage does go up a little bit, not to on comfortable level, but just wondering when you talk about Katy, the permanent capital, what kind of coupon debt would you be able to pay down or is there some opportunities to pay down higher coupon debt?
KATY RICE:	Well, I wouldn’t. No actually I think it’s probably the other way around. I think really we have a lot of short-term debt. We have some debt from CPA:15 that’s term loan that’s coming due, so we actually would like to lengthen our debt maturities, which will be obviously a little more expensive. We are clearly baking that into the analysis, but we’d like to be better match funded from an asset and liability tenor perspective. So that would really be the goal in addition to some form of equity capital to de-lever a little bit post transaction.
SHEILA MCGRATH:	Okay and does your accretion guidance incorporate any of that permanent capital assumptions.

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KATY RICE:	Yes.
SHEILA MCGRATH:	Okay.
JOHN PARK:	Sheila, I neglected to mention that there we will also receive a buyout of our GP interest in CPA:16 in addition to the backend fees.
SHEILA MCGRATH:	That’s right, okay. All right, thank you.
KATY RICE:	Thanks Sheila.
TREVOR BOND:	Thank you.
OPERATOR:	This concludes our question and answer session for today and as well our call. We thank you for attending today’s presentation. You may now disconnect your lines.

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