CORPORATE PROPERTY ASSOCIATES 18 GLOBAL INC (Form: 8-K, Received: 12/22/2020 16:40:50)

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): December 16, 2020
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
(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

(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):

¨ 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 1.01 — Entry into a Material Definitive Agreement.

On December 16, 2020, Corporate Property Associates 18 – Global Incorporated (the “Company”), as guarantor, and its operating partnership, CPA:18 Limited Partnership (the “Operating Partnership”), as borrower, entered into amendments to the Loan Agreement and Payment Guaranty (collectively, the “Loan Documents”), dated as of July 16, 2020, with the parent of its advisor, W. P. Carey Inc. (“WPC”) as lender. The Loan Documents provide the Operating Partnership with a $50.0 million unsecured revolving line of credit at an interest rate equal to the London Interbank Offered Rate plus 1.05% (the “WPC Line of Credit”). The WPC Line of Credit is currently scheduled to mature on March 31, 2022 and is intended to be used for the working capital needs of the Operating Partnership and its subsidiaries.

The foregoing description of the Loan Documents is not complete and is qualified in its entirety by reference to the First Amendment to Loan Agreement and the First Amendment to Payment Guaranty, copies of which are filed as Exhibits 10.1 and 10.2 to this report and incorporated herein by reference.

Item 8.01 — Other Events.

As an update to previous disclosure, the Company’s principal executive office for the transaction of business and the location of its books and records will be located at One Manhattan West, 395 9th Avenue, 58th Floor, New York, NY 10001. The effective date remains January 1, 2021.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description of Exhibit
10.1						First Amendment to Loan Agreement, dated as of December 16, 2020, between CPA:18 Limited Partnership, as Borrower, and W. P. Carey Inc., as Lender .
10.2						First Amendment to Payment Guaranty, made as of December 16, 2020, by Corporate Property Associates 18 – Global Incorporated, as Guarantor, in favor of W. P. Carey Inc., as Lender.

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.


		Corporate Property Associates 18 – Global Incorporated


Date:	December 22, 2020	By:	/s/ ToniAnn Sanzone
			ToniAnn Sanzone
			Chief Financial Officer

FIRST AMENDMENT TO

LOAN AGREEMENT

FIRST AMENDMENT, dated as of December 16, 2020 (this “Amendment”) to the LOAN AGREEMENT, dated as of July 16, 2020 (as amended, supplemented or otherwise modified prior to the date hereof, the “Loan Agreement”), between CPA:18 Limited Partnership, a Delaware limited partnership (“Borrower”) and W.P. Carey Inc., a Maryland corporation (“Lender”).

W I T N E S S E T H:

WHEREAS, Borrower has requested that the Loan Agreement be modified as herein set forth; and

WHEREAS, the Lender has agreed to modify the Loan Agreement as herein set forth solely upon the terms and conditions provided for in this Amendment.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.Defined Terms. Unless otherwise specifically defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

2.Definition of Commitment. The definition of Commitment contained in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Commitment” means FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00) to the extent not cancelled, reduced or transferred by the Lender under this Agreement.

3.Definition of Maturity Date. The definition of Maturity Date contained in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows.

“Maturity Date” means March 31, 2022.

4.Binding Effect; Assignments and Participations. This Amendment will become effective when it has been executed by Borrower and Lender and thereafter will be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that Borrower will not have the right to assign its rights under this Agreement or any interest herein without the prior written consent of Lender. Lender may assign or grant participations in or to all or any part of its rights and obligations under this Amendment and the other Loan Documents.

5.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement.

6.Governing Law. This Amendment will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without reference to the choice of law principles of the State of New York.

[Signature Pages Follow]

IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be executed and delivered by their duly authorized officers and representation effective as of the day first above written.


						LENDER:

						W.P. Carey Inc., a Maryland corporation


						By:			/s/ John J. Park
									Name: John J. Park
									Title: President

[Signature Page to First Amendment]


						BORROWER:

						CPA:18 LIMITED PARTNERSHIP, a Delaware limited partnership

						By: CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL
						INCORPORATED, a Maryland corporation and its general partner


						By:			/s/ ToniAnn Sanzone
									Name: ToniAnn Sanzone
									Title: Chief Financial Officer

[Signature Page to First Amendment]

FIRST AMENDMENT TO

PAYMENT GUARANTY

FIRST AMENDMENT, dated as of December 16, 2020 (this “Amendment”) to the PAYMENT GUARANTY, dated as of July 16, 2020 (as amended, supplemented or otherwise modified prior to the date hereof, the “Payment Guaranty”), between Corporate Property Associates 18 – Global Incorporated, a Maryland corporation (“Guarantor”) and W. P. Carey Inc., a Maryland corporation (“Lender”).

W I T N E S S E T H:

WHEREAS, CPA:18 Limited Partnership, a Delaware limited partnership (“Borrower”) and Lender have agreed that the Loan Agreement between Borrower and Lender, dated as of July 16, 2020 be modified as set forth in the First Amendment to Loan Agreement dated as of the date hereof; and

WHEREAS, Guarantor and the Lender have agreed to modify the Payment Guaranty as herein set forth solely upon the terms and conditions provided for in this Amendment.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.Defined Terms. Unless otherwise specifically defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms in the Payment Guaranty.

2.Recitals. Recital A of the Payment Guaranty is hereby amended and restated in its entirety to read as follows:

Lender has agreed to make one or more loans (collectively, the “Loan”) in the maximum aggregate principal amount outstanding at any one time of up to FIFTY MILLION and No/100 Dollars ($50,000,000.00) to CPA:18 LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”).

3.Notices. The notice addresses for Guarantor and Lender contained in Section 1.4 of the Payment Guaranty is hereby amended to read as follows.

One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10011.

4.Governing Law. This Amendment will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict laws principles.

[Signature Page Follows]

DATED as of the date first set forth above.


GUARANTOR:	CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL
	INCORPORATED, a Maryland corporation


	By:	/s/ ToniAnn Sanzone
		Name: ToniAnn Sanzone
		Title: Chief Financial Officer

[Signature Page to First Amendment]