Adds a Well-Diversified Net Lease Portfolio and Attractive Operating Self-Storage Assets

February 2022

Acquisition by W. P. Carey (NYSE: WPC) of CPA:18 - Global ("CPA:18")

Transaction

Total transaction value of ~$2.7 Bn including $1.1 Bn of debt assumed or repaid at closing

Details

Consideration per CPA:18 share consists of 0.0978x shares of WPC common stock (fixed exchange ratio) and $3.00 of cash(1)

Pro forma WPC ownership of approximately 93% by legacy WPC shareholders and approximately 7% by CPA:18 shareholders (2)

Management and

• No changes to WPC's management team or Board of Directors

Board

• No expected change to WPC's quarterly dividend as a result of the transaction

Dividend

  • WPC intends to maintain its current dividend policy post-closing with a focus on continuing its consistent increases

Earnings

• Immediately accretive to Real Estate AFFO - largely offsets reduction in investment management income from transaction

Impact

Planned

Existing purchase option on 11 European student housing assets owned by CPA:18 expected to be exercised prior to closing

Dispositions

Planned disposition of one additional operating student housing asset and certain European office assets will contribute to partially

to Fund Cash in

Transaction

funding cash component of the transaction

Closing

Expected to close in Q3 2022 subject to customary closing conditions, including CPA:18 shareholder approval

Considerations

WPC shareholder approval is not required

  1. Based on WPC's trailing 3-day volume weighted average price ("VWAP") of $76.17 as of February 25, 2022.
  2. Excludes the ~5.6% of CPA:18 shares owned by WPC as of December 31, 2021.

Positive Impact

to Earnings

Similar Net Lease

Portfolio with

Operating Self

Storage Assets

Maintains

Strong, Scalable

Balance Sheet

Enhances

Growth Profile

Completes

Exit of IM

Business

  • Transaction expected to generate Real Estate earnings accretion of ~2% on a full year basis
  • Virtually 100% of total pro forma AFFO will be derived from higher-multiple real estate related earnings
  • Replaces finite investment management fee streams with earnings derived from long-term, recurring lease revenues
  • Net lease portfolio assembled by WPC as advisor to CPA:18 that aligns with existing portfolio
  • Further increases portfolio diversification and reduces top 10 tenant concentration to below 20%
  • Includes substantial operating self-storage portfolio with potential upside
  • Collapses remaining joint ventures between WPC and CPA:18 on seven properties
  • Further solidifies WPC as one of the largest REITs in the RMZ; increases rank to #23
  • No material change to balance sheet given size and leverage of CPA:18
  • Expect to maintain BBB (stable) and Baa2 (positive) unsecured credit ratings
  • Enhances operating efficiency with G&A spread over larger asset base
  • Additional growth opportunities through improved cost of capital resulting from a simplified business with increased contribution from higher-multiple real estate earnings and simplified financial reporting
  • Self-storageportfolio within CPA:18 may further enhance WPC rent growth upon completion of transaction
  • Potential future earnings upside from refinancing higher cost secured CPA:18 debt with WPC bonds
  • Completes planned exit of investment management business with liquidation of last sizeable managed fund
  • No integration risk given advisory role and strong track record of prior CPA acquisitions

W. P. Carey's successful track record of integrating prior acquisitions and growing its business is evident in its improved

balance sheet, portfolio metrics, earnings quality and operating efficiency

Total Enterprise Value

CPA Acquisition

IM

Assets Under Management

Revenue Composition (RE / IM)

(3)

Earnings/

Debt to Gross Assets

Sheet

Secured Debt to Gross Assets

Balance

Unencumbered Net Lease ABR % (4)

Unsecured Credit Rating

$11.1 Bn

$17.2 Bn

$23.4 Bn (1)

2014 YE

2018 YE

Pro Forma CPA:18

CPA:16 - $4.0 Bn

CPA:17 - $5.9 Bn

CPA:18 - $2.7 Bn (2)

$9.2 Bn

$7.6 Bn

$229 MM

82% / 18%

90% / 10%

99% / < 1%

46%

43%

~42%

29%

18%

~7%

38%

53%

~87%

Baa2 Stb /

Baa2 Stb /

Baa2 Pos /

BBB Stb

BBB Stb

BBB Stb

Portfolio Progression (4)

WALT

9.1 Years

10.2 Years

10.6 Years

Top 10 Tenant Concentration

31.8%

23.5%

19.1%

Warehouse Asset Type

18.0%

20.7%

23.6%

Office Asset Type

31.6%

25.5%

20.6%

Note: Pro forma CPA:18 data as of December 31, 2021 unless otherwise noted.

  1. Pro forma enterprise value based on public filings. WPC stock price of $77.66 as of February 25, 2022. Share count assumes issuance of approximately 14 million shares plus the WPC share count as of December 31, 2021.
  2. Equity per share based on WPC's trailing 3-day VWAP of $76.17 as of February 25, 2022 and a 0.0978x exchange ratio plus cash consideration, and CPA:18's share count as of December 31, 2021.
  3. Based on public filings. Pro forma metrics based on data as of December 31, 2021, inclusive of select transaction adjustments.
  4. Figure based on pro forma annualized base rent ("ABR"). Includes only net lease properties and excludes net lease student housing properties under a purchase option and three additional net lease assets in CPA:18's portfolio scheduled for disposition.

WPC is one of the largest REITs in the RMZ index and the second largest net lease REIT

Largest REITs in the RMZ Index ($Bn) (1)

Company

Equity Market Cap

1

Prologis Inc

$109.9

2

Equinix Inc

64.9

3

Public Storage

63.5

4

Simon Property Group Inc

45.9

5

Realty Income Corp

39.9

6

Digital Realty Trust Inc

39.1

7

Welltower Inc

37.7

8

AvalonBay Communities Inc

34.1

9

Equity Residential

32.8

10

Alexandria Real Estate Equities Inc

31.0

11

Extra Space Storage Inc

26.0

12

Mid-America Apartment Communities Inc

24.2

(1)

13

Invitation Homes Inc

23.7

14

Ventas Inc

21.7

15

Sun Communities Inc

21.4

16

Essex Property Trust Inc

21.2

17

Duke Realty Corp

20.6

18

Boston Properties Inc

19.3

19

UDR Inc

17.8

20

VICI Properties Inc

17.7

21

Camden Property Trust

17.4

22

Healthpeak Properties Inc

17.1

23

W. P. Carey Inc (Pro Forma)

15.8

24

Kimco Realty Corp

15.1

25

Equity LifeStyle Properties Inc

14.1

26

Iron Mountain Inc

14.1

27

American Homes 4 Rent

13.4

28

Host Hotels & Resorts Inc

13.4

29

Medical Properties Trust Inc

12.4

30

CyrusOne Inc

11.7

WPC is a Top 25 REIT

Net Lease REITs: Equity Market Cap ($Bn) (1)

$39.9

$15.8

$7.6

$7.2

$8.5

$6.0

$4.6

$4.4

$3.8

O

WPC (PF) STOR

NNN

STAG

SRC

ADC

LXP

BNL

Net Lease REITs: G&A Efficiency (% of Gross Assets) (2)

74 bps

69 bps

67 bps

59 bps

55 bps

50 bps

50 bps

50 bps

30 bps

STAG

LXP

SRC

BNL

WPC (PF)

STOR

NNN

ADC

O

Source: Factset and company filings as of February 25, 2022.

  1. RMZ constituents ranked by Equity Market Cap based on FactSet as of February 25, 2022. Pro forma enterprise value based on public filings. WPC stock price of $77.66 as of February 25, 2022. Share count assumes issuance of approximately 14 million shares plus the WPC share count as of December 31, 2021.
  2. Based on full year G&A plus stock compensation divided by total assets plus accumulated depreciation and amortization, as of December 31, 2020. WPC data is pro forma for merger close.

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W.P. Carey Inc. published this content on 28 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 February 2022 12:44:03 UTC.