Current Report Filing (8-k)
04 Agosto 2022 - 3:08PM
Edgar (US Regulatory)
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2022-08-01
2022-08-01
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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 1, 2022
CORPORATE PROPERTY ASSOCIATES 18 - GLOBAL
INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
000-54970 |
90-0885534 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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One Manhattan West, 395 9th Avenue, 58th Floor
New
York, New York |
10001 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s
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:
¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act: None.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.02 Termination of a Material Definitive Agreement.
The information disclosed in the second paragraph of Item 2.01 is hereby
incorporated by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 1, 2022, the merger (the “Merger”) of
Corporate Property Associates 18 – Global Incorporated (“CPA:18”) and CPA18 Merger Sub LLC, a Maryland limited
liability company and an indirect wholly owned subsidiary of W. P. Carey (“W. P. Carey”), became effective and, subject
to the terms and conditions of the Agreement and Plan of Merger, dated as of February 27, 2022 (the “Merger Agreement”),
each share of CPA:18 Class A common stock, $0.001 par value per share, and each share of CPA:18 Class C common stock, $0.001 par value
per share, issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the
right to receive 0.0978 shares of W. P. Carey common stock, $0.001 par value per share, and $3.00 in cash, without interest. Fractional
shares were converted into cash. Neither W. P. Carey nor any of its subsidiaries received any merger consideration for any shares of CPA:18
common stock owned by them.
Prior to the consummation of the Merger, certain affiliates of W. P.
Carey provided advisory services to CPA:18 pursuant to (i) the Amended and Restated Advisory Agreement, dated as of January 1, 2015, among
CPA:18, CPA®:18 Limited Partnership and Carey Asset Management Corp., as amended, and (ii) the Amended and Restated Asset Management
Agreement, dated as of May 13, 2015, among CPA:18, CPA®:18 Limited Partnership and W. P. Carey & Co. B. V., as amended (collectively,
the “Advisory Agreements”). The Advisory Agreements were automatically terminated upon the closing of the Merger.
The foregoing descriptions of the Merger Agreement and the transactions
contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement. A copy
of the Merger Agreement was filed as Exhibit 2.1 to CPA:18’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 28, 2022, and is incorporated herein by reference.
Item 3.01 Material Modification to Rights of Security Holders.
The information disclosed in Item 2.01 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information disclosed in Item 2.01 is incorporated herein by reference.
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, hereunto duly authorized.
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Corporate Property Associates 18 – Global Incorporated |
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Date: August 4, 2022 |
By: |
/s/ Susan C. Hyde |
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Susan C. Hyde |
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Chief Administrative Officer and Corporate Secretary |
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