Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant
to 14-6 under the Securities Exchange Act of 1934, as amended
Filing Person: W. P. Carey Inc.
Subject Company: Corporate Property Associates 15 Incorporated
Commission File No.: 000-50249
Registration File No.: 333-180328
W.P. CAREY CPA®:15 Important Information for CPA®:15 Stockholders Your Board of Directors requests your approval of a proposal to merge CPA®:15 and W. P. Carey & Co. LLC Please vote by September 12, 2012 A copy of the Joint Proxy Statement/Prospectus relating to the transactions described herein accompanies this brochure and is also available for free at www.sec.gov and www.cpa15.com. You are urged to read the Joint Proxy Statement/Prospectus and the documents incorporated by reference in it because they contain important information.
Dear Fellow CPA®:15 Stockholder, The Boards of Directors of Corporate Property Associates 15 (“CPA®:15”) and W. P. Carey & Co. LLC (“W. P. Carey”) have unanimously approved a proposal to combine the two companies by a merger and related transactions, which we refer to as the “merger.” Immediately prior to the merger, W. P. Carey will convert into a real estate investment trust (“REIT”) and will continue to trade on the New York Stock Exchange under the symbol “WPC.” We believe this transaction will be beneficial to CPA®:15 stockholders by providing them with liquid shares in a company poised for growth and continued stable income. “We believe that the We propose to merge CPA®:15 into W. P. Carey Inc., the new REIT, because we believe that the proposed merger and combined company will offer: REIT conversion are greater liquidity for CPA®:15 stockholders while supporting W. P. Carey’s strategy of growing in the best interests of real estate assets under ownership both CPA®:15 investors and W. P. Carey. In continued income through a stable and attractive dividend addition to providing a high quality portfolio of premium net lease assets diversified across industries, geographies liquidity for CPA®:15 and property types investors, this transaction a combined market capitalization of approximately $5 billion will enhance our a world-class asset management platform that generates fee revenues and provides strength and flexibility, for greater scale potential with a larger balance sheet and more e estimated Net Asset Value (“NAV”) of CPA®:15 was determined, based in part upon a valuation diversified portfolio.” of its real estate portfolio as prepared by a third party valuation firm, to be $10.40 per share as of September 30, 2011. As a CPA®:15 stockholder, you will receive merger consideration consisting – W. P. Carey & Co. LLC of $1.25 in cash and 0.2326 of a share of W. P. Carey Inc. common stock for each CPA®:15 share Chief Executive Officer, Trevor Bond you own on the date the merger is completed. Based on W. P. Carey’s closing price of $46.08 on July 23, 2012, the implied nominal value of the merger consideration is $11.97 per share, a 15% premium to CPA®:15’s September 30, 2011 NAV. e ultimate merger consideration may be higher or lower as of the closing date of the merger due to changes in W. P. Carey’s stock price. We urge you to obtain current market quotations for W. P. Carey’s listed shares. is transaction will provide you with liquidity by delivering shares in a publicly-traded global company that benefits from a long-term, income oriented investment strategy that is similar to the strategy you have come Ownership Real to rely Estate on, as well 46% as the income 54% generated Management Asset by W. P. Carey’s management of its ongoing CPA® REIT programs. e combined company is expected to have a total market capitalization of approximately $5 billion, with approximately $12 billion in assets owned and under management and a more diversified portfolio of approximately 450 net-lease assets. As a result of its larger size and Based on pro forma revenues for the year ended December 31, 2011, rental revenues represent approximately 83% of the combined company’s revenues and asset management revenues represent the balance, excluding reimbursed cost from affiliates, wholesaling fees and pass-thru costs. This is expected to solidify the market’s recognition of W. P. Carey Inc. as a REIT and reinforce the benefits of the REIT conversion. Combined Company Revenues Real Estate 83% 17% Asset Ownership Management 2 WWW .CPA15.COM
enhanced balance sheet, the combined company is expected to have greater financial flexibility and better access to capital markets with a lower cost of capital than CPA®:15 on a stand-alone basis. e merger of CPA®:15 and W. P. Carey is subject to various closing conditions, including stockholder approvals, and cannot be assured. is brochure provides you with additional information about the proposed merger. We encourage you to read the entire brochure and the Joint Proxy Statement/Prospectus. The Merger at a Glance Transaction CPA®:15 stockholders will receive 0.2326 shares of W. P. Carey Inc. Consideration common stock and $1.25 of cash for each CPA®:15 share. Based on The Board of Directors W. P. Carey’s closing price of $46.08 on July 23, 2012, the implied of CPA®:15 unanimously nominal value received by CPA®:15 stockholders is $11.97 per share recommends that you vote FOR the approval Post-Transaction W. P. Carey will convert to a REIT immediately prior to the closing of the merger. Structure of the merger Total Value and Total transaction value of $2.6 billion, including CPA®:15 net debt of Key Metrics $1.2 billion, as of December 31, 2011 Dividends Post-closing, W. P. Carey anticipates increasing its annual dividend to $2.60 per share; however, future dividends are not guaranteed Anticipated Post- Assuming a $2.60 annual distribution rate1, 6.98% on invested capital of Merger Rate $8.67 per share (an original investment of $10.00 per share of CPA®:15 of Return common stock less the $0.08 per share special distribution on January 15, 2008 plus the $1.25 of cash received as part of the merger consideration) WPC Management No changes anticipated from the current Management and Board and Board Timing Transaction currently expected to close in Q3 2012 1 The anticipated annual distribution rate of $2.60 per share is based on WPC’s current estimates of its annual REIT taxable income which WPC believes to be reasonable but may ultimately prove incorrect. Future distributions are not guaranteed and may be subject to limitation under WPC’s debt instruments. Your vote is very important regardless of the number of shares you own. Please vote by phone at 1-800-690-6903, on the Internet at www.proxyvote.com, or return your proxy card today. If you do not vote, the elect will be the same as voting against the merger. We have attempted to anticipate the questions you may have and to answer them in the pages that follow and in the Joint Proxy Statement/Prospectus. However, if you have any additional questions regarding the proposed merger, or if you need assistance with voting, please feel free to contact Computershare Fund Services, which has been retained to answer any questions. You can reach them at their toll-free number 1-866-432-8736. We have been committed over the years to serving the interests of our stockholders and we believe that this transaction will facilitate our ability to generate increasing growth and stockholder value. With best regards, Trevor P. Bond Chief Executive Officer MERGER P ROPOSAL 3
CPA®:15 Performance Annualized Yield4 $10 per share original offering price 7.50% 7.35% 7.21% 7.29% Total per share cash distributions since inception2 $7.07 6.96% 7.00% Total per share merger consideration-implied value 6.64% as of July 23, 2012 ($1.25 cash + 0.2326 shares $11.97 6.50% 6.29% 6.37% 6.48% of WPC)3 6.05% 6.21% 6.00% Total per original $10 share $19.04 5.50% Total Return as % of Original Investment 190% 5.00% 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2 Includes special cash distribution of $0.08 per share paid in January 2008. 3 Based on W. P. Carey’s closing price of $46.08 on July 23, 2012. The ultimate transaction consideration will be based upon the closing price of WPC stock at the time the transaction is executed and may result in a higher or lower total value to CPA®:15 stockholders. We urge you to obtain current market quotations for W. P. Carey’s listed shares. 4 Annualized yield = cash distributions paid/remaining invested capital. CPA®:15’s Reasons for the Merger Potential Negative Factors and Risks with W. P. Carey include: of the Merger with W. P. Carey include: the merger consideration to be received by CPA®:15’s W. P. Carey and its affiliates serve as advisor to other stockholders, valued at approximately $11.97 based upon the CPA® REITs that have objectives substantially similar to those closing price of W. P. Carey’s listed shares on July 23, 2012, of the combined company, and the conflicts of interest that represented an approximately 15% premium to CPA®:15’s may arise from such advisor’s role as well as the possibility that estimated NAV per share of $10.40 as of September 30, 2011; CPA® REITs may compete with the combined company with W. P. Carey Inc.’s election to qualify as a REIT and the belief respect to properties, potential purchasers, sellers and lessees that, based upon W. P. Carey’s anticipated dividends per of properties and mortgage financing for properties; share after its conversion to a REIT, the transaction will the average lease maturity of CPA®:15’s portfolio is approximately enable CPA®:15’s stockholders to continue to receive 10.4 years as of December 31, 2011. The average lease attractive dividends; maturity in the combined company’s portfolio will be approximately the expectation that the proposed transaction will provide 9.2 years, thereby increasing overall risks related to liquidity to CPA®:15’s stockholders by delivering shares in a releasing or sale of properties upon expiration of such leases; publicly-traded listed company with a broad stockholder base; the possibility that the transaction with W. P. Carey would the receipt of the stock portion of the merger consideration not be completed or may be delayed, and the possible adverse will be tax deferred to CPA®:15 stockholders, until such time effects on the future liquidity options for CPA®:15 that might as those shares of W. P. Carey Inc. are sold; result if the proposed transaction with W. P. Carey were the CPA®:15 Board of Directors and CPA®:15 Special announced and not completed; Committee’s belief that the proposed transaction will be the risk that a different liquidity alternative could ultimately immediately accretive to the combined company’s AFFO5 prove to be more beneficial to CPA®:15 stockholders than the per share and cash available for distributions per share proposed transaction with W. P. Carey; and provide the opportunity for continuation of stable the fact that prospective third parties were not contacted dividend growth; regarding other possible liquidity alternatives; the expectation that the combined company will be among the the merger consideration is fixed and will not be adjusted for largest publicly-traded REITs with an expected total market changes in the price of W. P. Carey’s listed shares or changes in capitalization of approximately $5 billion, $12 billion in assets the NAV of CPA®:15 prior to the merger, which means that the under management (including assets owned by the combined value of the merger consideration could decrease prior to the company) and a more diversified portfolio of closing of the merger if the trading price of W. P. Carey’s listed approximately 450 net-leased assets. shares decreases, even if the NAV of CPA®:15 increases. 5 FFO as modified to exclude certain non-cash charges such as amortization of intangibles, deferred income tax benefits and expenses, straight-line rents, stock compensation, gains or losses from extinguishment of debt and deconsolidation of subsidiaries and unrealized foreign currency exchange gains and losses. 4 WWW .CPA15.COM
The Combined Company: A Diversified Portfolio . Carey Geographic ® :15 W. P Presence . Carey CPA®:15 Both Companies Other7 Office 10% Self Storage 29% 10% Properties W. P. Carey CPA®:15 Retail 14% Geographic Presence 20% W. P. Carey CPA®:15 Both Companies 17% Industrial Warehouse/ Distribution The Combined Company’s Consolidated Investment Portfolio The Combined Company’s Consolidated Investment Portfolio by Property Type6 by Geography6 Other7 South Office 10% 26% Self Storage 29% West 10% 20% 11% Midwest Retail 14% 20% 12% East 17% 31% Industrial Warehouse/ Europe Distribution 6 Based on annualized contractual minimum base rent of consolidated investments for the first quarter of 2012. Does not reflect equity investments. 7 Other properties include education and childcare, sports, land, nursing home and theater properties. South 26% West 20% 11% Midwest 12% East MERGER P ROPOSAL 5
Questions & Answers e following questions and answers briefly address some of the commonly asked questions about the special meeting of CPA®:15 stockholders and the merger. As they may not include all of the information that may be important to you, CPA®:15 urges you to carefully read the entire Joint Proxy Statement/Prospectus, including the annexes and other documents to which it has referred you before making your investment decision. Q: What vote is required to CPA®:15 stockholders and common stock, less a special Each CPA®:15 stockholder approve the merger W. P. Carey shareholders; distribution of $0.08 per share who was a participant in A: A majority of the outstanding the registration statement, on January 15, 2008). Based the CPA®:15 DRIP but ing CPA®:15 common stock of which the Joint Proxy on W. P. Carey Inc.’anticipated who does not desire to take is required to approve the Statement/Prospectus forms pated annualized distribution part in the W. P. Carey Inc. merger. A majority of the a part, will have become rate of $2.60 per share follow- DRIP should contact outstanding W. P. Carey effective and no stop order ing completion of the merger, W. P. Carey’s Investor listed shares is also required will have been issued or each holder of CPA®:15 Relations Department by to approve the conversion to a threatened by the SEC with common stock is expected to calling 1-800-WP CAREY. REIT and the merger. regard to the registration receive $0.605 in distributions Each CPA®:15 stockholder statement and all necessary on the 0.2326 shares of who desires to take part in Q: Is there a voting agreement state securities or blue sky W. P. Carey Inc. common the W. P. Carey Inc. DRIP ment relating to the REIT authorizations shall have stock received in exchange for but is not a participant conversion and merger with been received; each CPA®:15 share they own. in the CPA®:15 DRIP will be CPAR:15 no order, injunction or other is represents an annual rate allowed to follow the proce- A: Yes. e Estate of Wm. legal restraint or prohibition of return of 6.98% on invested dures applicable to participa- Polk Carey, which as of June preventing the consumma- capital of $8.67 per share (an tion in the W. P. Carey Inc. 30, 2012 holds approximately tion of the merger will be original investment of $10.00 DRIP. Instructions to enroll 28.91% of the outstanding in effect; per share of CPA®:15 common in W. P. Carey Inc.’s DRIP W. P. Carey listed shares, stock less the $0.08 per share will be provided upon the is- is subject to a voting agree- all consents and waivers special distribution on January suance of its common stock. from third parties will have 15, 2008 and the $1.25 of cash ment pursuant to which been obtained or waived; received as part of the merger Q: Will holders of CPAR:15 those shares will be voted in common stock have to pay favor of the merger and W. P. Carey’s conversion to a consideration). federal income taxes as a REIT conversion. REIT will have occurred; Q: Will CPAR:15 stockholders result of the merger? the merger of CPA®:15 who participated in CPA®:15’s Q: When is the merger with and into an indirect distribution reinvestment and A: Although holders of expected to be completed wholly-owned subsidiary of stock purchase plan immedi- CPA®:15 common stock gener- A: CPA®:15 and W. P. Carey CPA®:15 will have occurred; ately prior to its suspension, ally will not recognize gain in expect to complete the merger and and who desire to participate the merger for federal income tax purposes with respect to as in soon the third as possible quarter thereafter; of 2012 or the common shares stock of W. shall P. Carey have Inc. ment and stock purchase plan in the distribution reinvest- their receipt of W. P. Carey Inc. common stock, they will rec- assurance however, there as to can when, be or no the been NYSE. approved for listing on completion of the merger, be of W. P. Carey Inc. following ognize gain on their CPA®:15 if, the merger will be com- able to continue to participate common stock for federal pleted. CPA®:15 and W. P. If any of these conditions or in such plan income tax purposes up to Carey reserve the right to any of the other conditions the amount of cash that they abandon the merger if the specified in the merger agreement A: CPA®:15 has continued receive in the merger. are not satisfied, the the suspension of its distribution Boards of Directors determine merger may be abandoned by tion reinvestment and stock Q: Once the merger has that the merger is no longer in either CPA®:15 or W. P. Carey. purchase plan (the “CPA®:15 been completed, do CPAR:15 the best interests of CPA®:15 DRIP”) in light of the merger. stockholders have to do stockholders or W. P. Carey Q: What is the expected anything to receive their shareholders, respectively. ongoing rate of return of a Each CPA®:15 stockholder shares of W. P. Carey Inc. Q: Are there any conditions CPAR:15 stockholder on his or who was a participant in the common stock her original investment CPA®:15 DRIP immediately to completion of the merger prior to its suspension and A: No. Following the comple- A: Yes. e merger is subject A: Each CPA®:15 stockholder who desires to take part in tion of the merger, W. P. Carey to a number of conditions, currently receives $0.729 of the distribution reinvest- Inc. will cause its transfer including, among others, annual distributions per share, ment and stock purchase agent to record the issuance of the following: which represents an annual plan of W. P. Carey Inc. (the the shares of W. P. Carey Inc. rate of return of 7.35% on “W. P. Carey Inc. DRIP”) common stock to the holders approval of the merger by invested capital of $9.92 per following completion of the of CPA®:15 common stock the requisite vote of the share (an original investment merger will automatically on its stock records. We will of $10.00 per share of CPA®:15 be enrolled. issue shares of W. P. Carey Inc. 6 WWW .CPA15.COM
common stock to holders of cally move the stockholder’s Q: What do I need to do now proxy is voted at the special CPA®:15 common stock in position from a direct registra- meeting. You can revoke your A: You should carefully read un-certi_cated book-entry tion book-entry position on proxy in four ways: form. No physical share the books of the transfer agent and consider the information certi_cates will be delivered. to a position recorded at the contained and incorporated by Notify the corporate secre- e stockholder will receive broker/dealer within the stock- reference into the Joint Proxy tary of CPA®:15 in writing; con_rmation of the number holder’s brokerage account. Statement/Prospectus, includ- Mail a new proxy card dated of W. P. Carey Inc. shares e registration on the records ing its annexes. It contains a_er the date of the proxy acquired at the close of of the transfer agent will need important information about you wish to revoke; the factors that the Board of the merger. to match the registration on Submit a later dated proxy Directors of CPA®:15 consid- the brokerage account. by telephone or over the Q: How can I transfer ered in evaluating whether to Internet by following the my new W. P. Carey Inc. If the stockholder’s shares are vote to approve the merger. instructions on your proxy book entry shares into a in quali_ed registration with a You should then complete card; or brokerage account custodian of record, the custo- and sign your proxy card and dian may request a transfer of Attend the special meet- A: To request a transfer of the the W. P. Carey Inc. book entry return it in the enclosed enve- ing and vote your shares in W. P. Carey Inc. book entry shares to brokerage on behalf lope as soon as possible so that person. Merely attending shares into a brokerage ac- of all stockholders for whom your shares will be represented the special meeting will not count, the stockholder should they act as custodian. at the special meeting, or constitute revocation of contact his or her broker/deal- authorize your proxy by tele- your proxy. er who may ask the stockhold- Q: When and where is the phone or over the Internet in er to provide a Computershare special meeting accordance with the instruc- Q: Who can help answer my account statement evidencing A: e special meeting of tions on your proxy card. additional questions? the stockholder’s book-entry CPA®:15 stockholders will be e Board of Directors of A: If you have additional position and the Computer- held on September 13, 2012 CPA®:15 unanimously questions about the merger, or share account information. at 3:00 p.m. Eastern Time recommends voting in favor would like additional copies For transfers of individual po- at the o_ces of of the proposed merger. of the Joint Proxy Statement/ sitions, the broker/dealer will Cli_ord Chance US LLP Q: Can I change my vote Prospectus, you can contact after initiate Pro_le transfer using 31 West 52nd Street I have mailed my signed the proxy solicitor retained by DTC’s Direct Registration Sys- 4th Floor Conference Center proxy card? CPA®:15: tem (DRS). is system allows New York, NY 10019 Computershare Fund Services the broker/dealer to electroni- A: Yes. You can change your 1-866-432-8736 vote at any time before your Cautionary Statement Concerning Forward-Looking Statement: Certain of the matters discussed in this brochure constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. e forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey and CPA®:15 and can be identi_ed 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. ese forward-looking statements include, but are not limited to, statements regarding the bene_ts of the REIT conversion and the merger, integration plans and expected synergies, anticipated future _nancial and operating performance and results, including estimates of growth, and the expected timing of completion of the proposed REIT conversion and the merger. ese statements are based on the current expectations of the management of W. P. Carey and CPA®:15. It is important to note that the combined company’s actual results could be materially di_erent from those projected in such forward-looking statements. ere are a number of risks and uncertainties that could cause actual results to di_er materially from the forward-looking statements. Other unknown or unpredictable factors could also have material adverse e_ects on future results, performance or achievements of the combined company. ese risks, as well as other risks associated with the REIT conversion and the merger, are more fully discussed in the Joint Proxy Statement/Prospectus that is included in the Registration Statement on Form S-4 that W. P. Carey Inc. _led with the SEC in connection with the proposed REIT conversion and the merger on March 23, 2012, as amended. In light of these risks, uncertainties, assumptions and factors, the forward- looking events discussed in this brochure 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 brochure. Except as required under the federal securities laws and the rules and regulations of the SEC, none of W. P. Carey Inc., W. P. Carey, or CPA®:15 undertakes any obligation to release publicly any revisions to the forward-looking statements to re_ect events or circumstances a_er the date of this brochure or to re_ect the occurrence of unanticipated events. Additional Information and Where to _nd it: is brochure shall not constitute an o_er to sell or the solicitation of an o_er to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such o_er, solicitation or sale would be unlawful prior to registration or quali_cation under the securities laws of any such jurisdiction. No o_ering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PRO- SPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY W. P. CAREY, W. P. CAREY INC. AND CPA®:15, BECAUSE THEY CONTAIN IMPORTANT INFOR- MATION ABOUT W. P. CAREY, W. P. CAREY INC., CPA®:15 AND THE PROPOSED REIT CONVERSION AND MERGER. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors are able to obtain these materials and other documents _led 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®:15’s website (http://www.cpa15.com). Investors may also read and copy any reports, statements and other information _led by W. P. Carey Inc. or CPA®:15, 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 o_cers is available in its proxy statement _led with the SEC by W. P. Carey on April 30, 2012 in connection with its 2012 annual meeting of stockholders, and information regarding CPA®:15’s directors and executive o_cers is available in its annual report or Form 10-K _led with the SEC by CPA®:15 on March 5, 2012. Other Information regarding the participants in the proxy solicitation and description of their direct and indirect interests, by security holdings or otherwise, are contained in the Joint Proxy Statement/Prospectus and other relevant materials _led with the SEC. Unless otherwise noted, data referenced in this brochure is as of March 31, 2012. MERGER P ROPOSAL 7
W.P. CAREY How to Vote BY TELEPHONE BY MAIL Call toll free 1-800-690-6903 Please sign and date the accompanying proxy card and There is no charge for this call; please have return it in the enclosed postage paid return envelope. Your proxy card in hand. If you sign and return the proxy card without BY INTERNET indicating your choices, you will have been deemed 1. Go to www.proxyvote.com to have voted in favor of the conversion and merger. 2. Please have your proxy card available. 3. Follow the simple instructions. BY ATTENDING THE SPECIAL MEETING The special meeting of CPA®:15 stockholders will be held on September 13, 2012, at 3:00 p.m. Eastern Time, at the offices of Clifford Chance US LLP 31 West 52nd Street 4th Floor Conference Center New York, NY 10019 If you have any questions or need assistance in completing your proxy card, please call Computershare Fund Services, which has been retained to answer your questions. You can reach them at their toll-free number 1-866-432-8736. Please vote by September 12, 2012 YOUR VOTE IS IMPORTANT PLEASE ACT PROMPTLY Corporate Property Associates 15 50 Rockefeller Plaza New York, NY 10020 1-800-WP CAREY cpa15@wpcarey.com www.cpa15.com