UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 2, 2011
CORPORATE
PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
000-52891 | 20-8429087 | |
(Commission File Number) | (IRS Employer Identification No.) | |
50 Rockefeller Plaza, New York, NY | 10020 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 492-1100
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below): |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | 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 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 2, 2011, Corporate Property Associates 17 Global Incorporated, a Maryland
corporation (CPA®:17 Global), completed the previously announced acquisition of
interests in three properties from Corporate Property Associates 14 Incorporated
(CPA®:14) pursuant to the Agreement for Sale and Purchase, dated as of December 13,
2010, by and among CPA®:14 and CPA®:17 Global (the CPA17 Sale
Agreement). CPA®:17 Global acquired the interests in the three properties for
approximately $57.4 million, plus an assumption of approximately $153.9 million of indebtedness.
The properties consisted primarily of retail, warehouse/distribution and other facilities located
in the United States and Germany. The purchase price for these properties was based on their
appraised values.
The completion of the sale of assets to CPA®:17 Global and a concurrent sale of
three other properties to W. P. Carey & Co. LLC (W. P. Carey) (together, the CPA®:14
asset sales) was a condition to the closing of the merger (the Merger) of CPA®:14 and
CPA 16 Merger Sub Inc., a subsidiary of Corporate Property Associates 16 Global Incorporated.
The Merger was approved by an affirmative vote of the holders of more than a majority of the
outstanding shares of CPA®:14s common stock entitled to vote thereon on April 26, 2011
and the Merger was consummated and became effective on May 2, 2011.
Carey Asset Management Corp., a subsidiary of W. P. Carey and the advisor to
CPA®:14 and CPA®:17 Global, did not receive any acquisition fees from
CPA®:17 Global for the CPA®:14 asset sales, but did receive disposition
fees from CPA®:14.
The foregoing description of the CPA17 Sale Agreement is not complete and is qualified in its
entirety by reference to the CPA17 Sale Agreement, a copy of which was filed as Exhibit 10.1 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2010.
Cautionary Statement Concerning Forward-Looking Statement:
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among
other things, statements regarding the intent, belief or expectations of CPA®:17Global
and can be identified by the use of words such as may, will, should, would, seeks,
plans, believes, expects, anticipates, intends, estimates and other comparable terms.
It is important to note that CPA®:17Globals actual results could be materially
different from those projected in such forward-looking statements. You should exercise caution in
relying on forward-looking statements as they involve known and unknown risks, uncertainties and
other factors that may materially affect CPA®:17Globals future results, performance,
achievements or transactions.
Factors that could cause actual results or other outcomes to differ materially from those
described in this Current Report on Form 8-K include, among others: changes in national or regional
economic and business conditions, including changes in interest rates and the availability and cost
of capital; and potential liability under, and changes in, environmental, zoning, tax and other
laws; and other factors.
All subsequent written and oral forward-looking statements attributable to
CPA®:17Global or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
CPA®:17Global 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 Current
Report on Form 8-K or to reflect the occurrence of unanticipated events.
Item 9.01 | Financial Statements and Exhibits. |
The financial statements and/or pro forma financial information
required by this item will be filed by amendment to this Current Report on
Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be
filed.
(d) Exhibits:
Exhibit No. | Description of Exhibit | |
10.1
|
Sale and Purchase Agreement, dated as of December 13, 2010, by and among Corporate Property Associates 14 Incorporated and Corporate Property Associates 17 Global Incorporated, on behalf of single purpose entities to be formed for the purpose of acquiring the properties (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2010). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Corporate Property Associates 17 Global Incorporated |
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Date: May 6, 2010 | By: | /s/ Susan C. Hyde | ||
Susan C. Hyde | ||||
Managing Director and Secretary | ||||
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