Hello and welcome to W. P. Carey’s Fourth Quarter 2017 Earnings Conference Call. My name is Diego and I will be your operator today. All lines have been placed on mute to prevent any background noise. Please note that today’s event is being recorded. After today’s prepared remarks, we will be taking questions via the phone lines. Instructions on how to do so will be given at the appropriate time. I will now turn today’s program over to Peter Sands, Director of Institutional Investor Relations. Mr. Sands, please go ahead.

Good morning, everyone and thank you for joining us today for our 2017 fourth quarter earnings call. I would like to remind everyone that some of the statements made on this call are not historic facts and maybe deemed forward-looking statements. Factors that could cause actual results to differ materially from W. P. Carey’s expectations are provided in our SEC filings. An online replay of this conference call will be made available in the Investor Relations section of our website at wpcarey.com where it will be archived for approximately 1 year. And with that, I will hand the call over to our Chief Executive Officer, Jason Fox.

Thank you, Peter and good morning everyone. I am joined this morning by our President, John Park. Our CFO, Toni Sanzone will review our results and guidance and our Head of Asset Management, Brooks Gordon. 2018 marks a number of milestones for W. P. Carey, our 45th anniversary, our 20th year as a public company and we have just completed our 20th year of rising dividends. It is also my first year as Chief Executive Officer and therefore an opportune time to outline how I view our business and our strategy going forward. W. P. Carey was the pioneer of net lease investing and is among the largest and foremost reach operating in this area of the market. We see virtually every deal brought to market and many that aren’t giving us unparalleled market insight. As I discussed on previous calls, 2017 was another year of sustained strength for commercial real estate markets both in the U.S. and Europe. This was undoubtedly positive for the value of our existing portfolio and a favorable environment for dispositions. In fact, we may look back at 2017 as the pricing peaked for the current cycle. Given this market backdrop, we maintained our investment discipline and elected to be a net seller for the calendar year. Looking ahead, given historically low cap rates and lifecycle sentiment, we expect sellers to become more motivated allowing buyers to regain some leverage. Coupled with the outlook for higher interest rates, we anticipate a more favorable acquisition environment in 2018, which is reflected in our guidance. We also view the recent U.S. tax reforms, a supportive of corporate sale leaseback activity, which often competes with debt financing given the limitations placed on the deductibility of interest compared to the full deductibility of rental expense. In addition to grow…

Thank you, Jason and good morning everyone. This morning we announced AFFO per diluted share of $1.31 for the fourth quarter representing a 7.4% increase over the year ago quarter. For the full year, AFFO per diluted share was $5.30 representing a 3.5% increase over $5.12 per share for 2016. Our results for the year demonstrate our commitment to maximizing long-term shareholder value as we increased earnings while improving both the quality of our portfolio and the composition of our revenue stream. Our revenues reflect the short-term impact of our decision to be a net seller over the last 2 years during highly competitive market conditions as well as our continued shift away from one-time structuring fees. However, that impact has been outweighed by the positive ongoing benefits of an improved cost of debt and a lower overall cost structure. During 2017, we declared distributions totaling $4.01 per share completing our 20th year of rising dividends, while maintaining a conservative payout ratio of 76% for the year. In combination with our stock price performance, shareholders earned a total return of 23.8% for the calendar year significantly outperforming the MSCI’s U.S. REIT index. Turning to the portfolio, at year end, our own portfolio was comprised of 887 properties covering roughly 85 million square feet net lease to 210 tenants with a weighted average lease term of 9.6 years. ABR for all leases in place at the end of the year totaled $681 million. Investment activity for the year totaled $96 million, including $64 million of completed capital projects at a weighted average cap rate of 7.5% and a weighted average lease term of 20 years. As of year end, we have committed to fund 8 capital investment projects related to both existing assets and new build-to-suit transactions for a total of…

Thank you. At this time we will take questions. [Operator Instructions] Our first question comes from Todd Stender with Wells Fargo. Please state your question.

Hi, thanks. With the acquisition guidance, this is all on balance sheet, is that correct of $500 million to $1 billion?

That is correct. That’s all on balance sheet.

Okay. And how about the – there is $140 million of capital projects, is that included in that number?

Yes, it is. That’s part of our total investment for the year.

Okay. Thanks. And then just looking at the project the Astellas Institute for regenerative medicine, so that’s an existing property of yours, then office building that you are converting, what would you expect the cap rate change to be, if once it’s fully stabilized, if you are looking at a life science, well, I guess is still office, but what do you think the with the credit upgrade potentially, what do you think the change in cap rate would be?

Sure. This is Brooks. I can give a little color on the Astellas transaction. It was an excellent deal, that’s a 250,000 square foot office outside of Boston. They had remaining lease term of about 8 years, but the tenant was under utilizing the existing tenant – underutilizing the property. And we recognized the life sciences market strength in the Boston area. So we have – we are investing approximately $50 million to fully convert that to a state-of-the-art life sciences facility. And we have executed 18-year lease with Astellas. We can’t share the exact cap rate, but in rough terms that the rent is going to more than double there. So we think it’s a great outcome. It’s got very attractive lease term and excellent credit. And I think it’s a really good example of how we can proactively invest in the portfolio change of use of the building and have a very attractive return on capital.

Will there be lab space in the building or it’s really just a headquarters so it’s remaining office?

No, it’s life sciences lab and R&D.

Okay. So, you are going to outfit it with your HVAC and plumbing that’s got to change?

Correct. That’s a portion of the investment.

Okay. Just I guess last question how much capital still needs to be invested in the CPA funds that hold net lease assets, is there anything left that you would have to invest in net lease assets in 2018?

Initial capital has all been invested across all of the funds, but there is always expected to be some level of capital recycling, but I think as I mentioned in my remarks, we do expect the structuring revenue from that to fall off fairly significantly. So, I think even coming down more than 50% from this year’s level, it is a reasonable expectation.

Great thank you.

Thank you. Our next question comes from Chris Lucas with Capital One Securities. Please state your question.

Good morning, everybody. I guess just a couple of questions on some of the guidance assumptions. I guess as it relates to the acquisitions, first of all, are there particular geographies that are more attractive at this point. And on the dispositions are those all identified at this point or how are you thinking about the cadence of dispositions since that’s something you control a little bit more than on the acquisition side, but maybe a little help on both of those topics?

Right, sure. Chris, let me take the first one and I will let Brooks talk about disposition. In terms of markets and asset types that we are looking at, it’s generally I would say across the board, it’s spread between the U.S. and Europe perhaps even a little bit more weighted towards Europe at least to our near-term pipeline for that matter. We are seeing some better spread opportunities over there right now. In asset classes, I would say that rest of asset classes in terms of structure, the majority of these deals are going to be continue to be sale leaseback and build-to-suits, where we are able to add a lot of value on the front end by putting together a lease putting this into place the structure that’s optimal for us, whether it’s lease term or rent increases. So, I think you will continue to see that. We are able to source our deals more through sale leasebacks and build to suits than on the secondary market. Brooks, why don’t you talk about dispositions?

Sure. So, first some color on the disposition guidance, again it’s about $300 million to $500 million expected. In terms of geographies, it’s roughly split between evenly between non-core regions that we are seeking the exit Europe and North America, it’s about a third each. Transaction types, it’s about two-thirds what we would call opportunistic with the balance being managing residual risk. Property types, it’s probably about 60% industrial, 30% retail and 10% other and these are early in the year estimates at this point. So in terms of timing we expect that kind of mid to back half of the year.

Okay. And I guess on the dispositions just to understand are there any tenant right offers or calls that they have on assets that are part of this pool?

There is two small purchase options which aren’t material in this coming year. The only material purchase options we have are the New York Times building which we have discussed in the past and that will be exercised in December of 2019 and then the U-Haul portfolio which is in 2024.

Okay. And then just on the balance sheet your steps indicates that you are at 5.5x net debt to EBITDA at this point, what’s the comfort level in terms of leverage levels that you are willing to get to in terms of the amount of leverage you are willing to take, is it – can you give us a sense as to what that is?

Good morning, Chris. We are comfortable with the current leverage metrics. We believe that we could be anywhere between the mid to high 5s.

Okay. And then last question for me just on the cadence of acquisitions and dispositions is there any – you mentioned the disposition is more backend loaded, is that also true on the acquisition side as well?

No, on the acquisition side, I think our guidance based on the pipeline that Jason highlighted is really spread more evenly throughout the year.

Perfect, thank you. Appreciate the time this morning.

Thank you. Our next question comes from Sheila McGrath with Evercore. Please state your question.

Yes. I am sorry if you already touched on this on multiple calls, but is there any material change to the burn off of the asset management fees since you first announced the wind down, I am just wondering how asset management impact in 2018 will be versus your original expectations?

Sure, yes. Sheila, the asset management fees are relatively stable, while we continue managing our existing funds. So I think it’s fair to look at Q4 as the run rate. There are certainly movements possible it now changes, but those wouldn’t be material.

Okay. And then how should we think about CPA 17 in terms of potential timing. I think it was mentioned in their prospectus that they were already discussing with their Board strategic alternatives, so if you could just give us an update on that?

Sure. Really can’t comment on potential M&A activity, but with regards to the portfolio our thoughts are no different than what we have conveyed in the past and we are a natural buyer of those assets. We are well positioned to do it, but we underwrite it’s like any other deal. And at the same time we are also comfortable continuing to actively manage those assets until there is a liquidity event for those shareholders and really ultimately the decision lies with the independent directors. So when we have more concrete updates we will provide you with those.

Okay. And one last – sorry go ahead.

John?

Sheila, I would add that at the current pricing we would be very cautious about issuing significant amount of equity or M&A or any significant transactions.

Okay, that’s helpful. I was actually going to ask on that, the net lease stocks really have gotten penalized with this sharp interest rate change even though interest rates are certainly still low, I just wondered if you could talk historically about your business in terms of rising interest rates, do you get more deal flow and then also just your guidance and plan in terms of where your share price is?

Yes. Sure. I mean yes, REITs are being effective that’s – that’s obvious. But we think we are in a better position and most REITs really deal with this pullback in the equity markets. And we talked about our balance sheet, it’s managed conservatively. We redid our credit facility and term loan last year. So we are now equipped with over $1 billion of availability. We also as Brooks mentioned and I mentioned in the prepared remarks that we had a sizable disposition pipeline. So we have flexibility to make new investments really without issuing equity in the near-term. But in terms of how, we have look at this historically, I mean we have this diversified investment strategy. So we really can choose to allocate capital either into asset classes or geographies where we are seeing higher yields. We know over the last couple of years cap rates on our investments have averaged over 7%. So we don’t necessarily need to issue equity at high multiples to generate accretion, but we are certainly cognitive on where our equity is trading now and we will be very cautious about anything with regards to issuing new equity. But it really comes down to what the market opportunities are. I think it’s also important to note how we run our business. And I highlighted this earlier that we have a very high percentage of our leases that are indexed to inflation. So we think we are going to outperform on a same-store growth rate relative to our peers especially as inflation rises. And I think really that’s one of the big drivers of interest rates. And then we also can generate a lot of growth internally apart from just the inflation based increases. Brooks talked about Astellas, that’s a good example of how we are able to proactively manage our portfolio, the types of assets that we buy especially manufacturing and distribution and the fact that we do sale leasebacks and actively seek to acquire excess land when we buy these deals. They really lend themselves well to expansion opportunities. And we can put more capital work, it tends to be at a much higher yield than where we trade in the market, given that it’s truly proprietary deal flow. But it also helps us improve the quality of the portfolio too. So interest rates ultimately we think they are going to lead to some higher cap rates, of course there is a lag, but we do think we are well positioned.

Okay. Thank you.

You’re welcome.

Thank you. Our next question comes from RJ Milligan with Robert W. Baird & Company. Please state your question.

Hi, good morning, guys. This is Will Harman on for RJ. Most of my questions have already been asked, but just wanted to go back to acquisitions and dispositions, what cap rate ranges are you expecting to transact this year, could you just provide a little bit of color around that?

Yes, sure. In the U.S., we are targeting deals in the mid to high 6s and well into the 7s and that’s really where we have been able to accomplish over the last couple of years. I would say Europe depends on the country and can vary pretty widely, but on the low end of that range, Europe might be 25 basis points lower, again depending on deal specifics, length of lease term, etcetera. But they are trending downwards given the borrowing costs we are still able to be accretive and make attractive spreads on those investments. Brooks, you want to talk a little about dispositions?

Sure. Timing and mix is certainly going to be a key factor in exit cap rates, but I think the right way to think about it it’s going to be largely inline or somewhat tighter than our acquisition pipeline, but again, it’s early to say on specific deal execution.

And then just for the retail, you mentioned reducing some of your retail exposure, is that primarily in the U.S. or is that a mix of U.S. and Europe?

This is actually primarily in Europe. We don’t really know much retail on the U.S.

Got it. That’s it for us. Thanks, guys.

Right, thanks.

Thank you.

Our next question comes from Nick Joseph with Citigroup. Please state your question.

Thanks. Just going back to your guidance, what percent is your 2018 AFFOs from investment management, I know in 2017, it’s about 20%, it looks like in the fourth quarter, it was just above 20%?

It is roughly 20%, I think that would be at the high end of it still for 2018 as I mentioned sort of we have two key fee streams left, we have the asset management fees, which again you can look at Q4 as your run-rate and the structuring revenues, which are dropping fairly significantly from the prior years.

And so what’s 2018 guidance for structuring revenues?

We haven’t really given a range there, I think because the capital investing or the recycling on behalf of the funds could vary, but what I did say in my prepared remarks were that, that component of the revenue streams would be about 10% to 20% for 2018.

That component of the investment management revenue streams.

Right, of the investment management stream.

Thanks. And then for the New York Times building the purchase option in December 2019, what’s your assumed cap rate on that given the rent bumps I guess over the next 2 years?

Sure. So, again as we have discussed on prior call that’s kind of always been in our intent and expectation that they would buy that property back in December of 2019, which is year 10 of the lease, so that’s $250 million fixed price purchase option. There is also fixed rent bumps in that lease, so that will be about 11% yield on ABR at the time. And when all said and done, it’s been a very attractive well performing investment for us, it will be about 20% IRR over that 10-year hold period with a very low risk profile.

Thanks. And just maybe finally just same question, but on the U-Haul purchase option, I know it’s a few years out, but what would be the cap rate on that?

That one is more of a market determined number. So, it’s not – we are not able to predict the cap rate as of now.

Thanks.

Thank you. Our next question comes from [indiscernible] with Ladenburg Thalmann. Please state your question.

Good morning.

Good morning John.

Good morning John.

So if you look at Page 3 of the supp, your leasing spreads on renewals and extensions were down 4.7%, what would your same-store NOI growth had been or same-store rent growth had been if you include that?

I can tackle that one. That’s not a number we have disclosed. And as you know, our same-store analysis is really focused on unchanged assets in the period, so it’s unfortunately not a metric we have that handy.

Okay, that’s fine. It was obviously one large retail lease that kind of was the bulk of that, can you refresh my memory on what that was?

Sure. So, we did a – it’s actually the first tranche of a proactive investment with our tenant in Hellweg in Germany. So, it’s a portfolio of do it yourself stores. So, we extend into a new 20-year lease, the first chunk of that. The second chunk, so that the rest of the portfolio actually closed in January. So, now that entire lease term is 20 years and we invested about $15 million for some expansions and renovation work with the tenant as well, so a very attractive outcome for that portfolio.

And the stuff to subsequent kind of similar re-leasing spread?

No, that’s actually a positive number, so all we ended, but it’s a positive leasing spread. But again, it’s split between quarters, so unfortunately don’t show up in this particular quarter.

Understood. And then kind of maybe more of a housekeeping question, the G&A guidance, does that include stock comp expense?

It does not, that’s a cash based G&A.

Okay, that’s it for me. Thank you, guys very much.

Thank you. [Operator Instructions] At this time I am not showing any further questions. I will now hand the call back to Mr. Sands.

Thank you for your interest in W. P. Carey. If you have further questions, please call Investor Relations on 212-492-1110. That concludes today’s call. You may now disconnect.

Thank you. All parties may disconnect. Have a good day.