W. P. Carey CPA REITs: What Happened to CPA:12 Through CPA:18

The family tree: ten Carey programs and where each one went

Most results for “W. P. Carey” are about the listed stock. The searches that bring holders here are usually about an old statement line, a 1099 or an inherited certificate that says CPA:14 or Carey Watermark. These are the ten programs in EDGAR, oldest first, with the event that ended each one.

Two corrections to the usual summary of this history. First, CPA:12 did not merge into W. P. Carey: it merged into CPA:14 in 2006, and before closing it sold 37 shorter-lease properties to W. P. Carey itself. Second, CPA:14's holders did not get WPC stock directly; they got CPA:16 shares, which became WPC stock only in 2014.

What one original share turned into, in WPC shares and cash

For a holder who always took stock rather than electing cash, the filed exchange ratios multiply through. The columns below are our arithmetic from those ratios; the cash amounts are the special distributions and cash components named in each company's filings. They leave out the ordinary quarterly distributions, which ran for years and differed by program.

Anyone who still held the resulting WPC shares on October 19, 2023 also received one Net Lease Office Properties (NLOP) share for every 15 WPC shares; for an original CPA:17 share that is about 0.0107 NLOP shares (our arithmetic). Holders who took the cash elections in 2006 or 2011 stopped there: $13.49 per CPA:12 share ($3.19 plus $10.30) and $11.95 per CPA:14 share ($0.45 plus $1.00 plus $10.50), before ordinary distributions (our arithmetic).

How the exchange ratios were set

The ratios were not arbitrary, and the method changed over time, which is why older and newer CPA holders describe their outcomes so differently.

The fixed-ratio deals put the market risk on the selling holders between signing and closing. CPA:16's negotiation shows the risk (our reading): W. P. Carey's first term sheet offered 0.1414 shares, an implied $11.00 at its May 15, 2013 price, and the S-4 records that a fall in WPC's price cut the implied value to $9.58 by June 3, 2013, before the parties settled on the fixed-value structure with a collar.

Two charters were also changed to let the deals happen. CPA:17's stockholders approved an amendment to exclude a transaction involving securities “listed on a national securities exchange for at least 12 months” from the charter's roll-up rules, and CPA:17 said it had not obtained a fresh appraisal for the merger; CWI 1 adopted a similar amendment on April 9, 2020. Those roll-up provisions would otherwise have given dissenting holders the right to cash at the appraised value of net assets.

The money that went to the sponsor at each exit

The closing filings name what the advisor received. At CPA:12, about $49.8 million “in disposition and termination compensation to W. P. Carey” for the property sales and merger. At CPA:14, about $52.5 million of fees to W. P. Carey and its affiliates. The 2012 CPA:15 merger and 2014 CPA:16 merger terminated the advisory agreements as the funds disappeared into the advisor itself. For the hotel REITs, W. P. Carey and Watermark Capital first proposed $200.0 million to internalize management; the CWI 2 special committee called that too high, and the CWI 1 committee had argued for $90.0 million in common stock (DEFM14A, January 2020).

There is also an older episode that CPA holders of that era may remember. In March 2008 W. P. Carey and Carey Financial settled an SEC investigation; CPA:14's financial statements record that W. P. Carey paid it $10.9 million under that settlement. CPA:12's 2005 10-K describes the SEC staff's view that some CPA:15 sales in 2002 constituted sales of securities in violation of Section 5 of the Securities Act, and an enforcement investigation that began in June 2004.

Redemptions, mini-tenders and distribution cuts before each exit

Holders who needed cash before a merger had few options, and the filings show what the market offered them.

Every mini-tender in the table was at a deep discount to the eventual merger value. A CPA:14 holder who sold to Apex at $6.00 in 2010 gave up $11.50 of merger consideration less than a year later (our arithmetic). The CWI 1 board's response to Everest noted that the bidder “has a history of making tender offers for shares of various direct participation programs, such as the Company, at prices below perceived value.”

The Watermark hotels: the program that lost money

The net-lease CPA REITs mostly ended above $10 of value per share. The two hotel REITs did not. CWI 1 sold shares at $10.00 from 2010 to 2014; CWI 2 sold Class A at $10.00 in 2015 and then raised its prices to $11.70 (Class A) and $11.17 (Class T) after its first NAV. Both reported NAVs above $10 into 2019: $10.39 for CWI 1 and $11.41 for CWI 2 at the end of 2018.

The merger of the two closed on April 13, 2020, weeks into the pandemic. By September 30, 2020 Watermark Lodging Trust's NAV was $5.51 (Class A) and $5.45 (Class T), a decline of over 50%, and the company had suspended distributions and redemptions. Its December 31, 2021 NAV was $6.29. A sale process followed; Brookfield's first indication on April 20, 2022 was $6.54, and the signed price on May 6, 2022 was $6.768 for Class A and $6.699 for Class T, a premium of more than 7.5% to that NAV. Stockholders approved it on September 9, 2022 by 118,500,335 votes to 5,588,355, and the merger closed on or about October 21, 2022.

Against what holders paid, the cash was a loss: $6.768 is 32.3% below a $10.00 Class A price and 42.2% below $11.70 (our arithmetic). For CWI 1 holders, 0.9106 × $6.768 is about $6.16 per $10.00 share (our arithmetic), before ordinary distributions.

CPA:19 and Carey Credit Income Fund: the late programs

CPA:19 - Global filed an S-11 in May 2016 and withdrew it on July 20, 2017, confirming that “no securities have been sold pursuant to the Registration Statement.” As of June 30, 2017, according to CPA:17's 10-K, W. P. Carey “exited non-traded retail fundraising activities and no longer sponsors new investment programs.” Anyone who finds CPA:19 on an old marketing sheet owns nothing in it.

Carey Credit Income Fund was a business development company run as a master fund with feeders (2016 T, 2018 T and 2019 among them). After W. P. Carey's exit, Guggenheim became its adviser and on October 20, 2017 the funds were renamed Guggenheim Credit Income Fund; about 4,389 holders of record were in the master fund at that time. The board adopted a liquidation plan in March 2021. The 2025 proxy says the funds returned $77.3 million to shareholders before the plan and $202.7 million after it, and that the master fund's NAV per share fell from $7.56 (December 31, 2020) to $0.29 (December 31, 2024) as distributions went out. Shareholders voted on June 26, 2025 to sell the last illiquid loans to a Guggenheim affiliate and dissolve, and final liquidating distributions went out on or around August 4, 2025.

What a holder can do with this

• If you still hold WPC shares that came from a CPA merger: your share count should match the chain above (for example 183 WPC shares per 1,000 CPA:16 shares, before fractional cash). Your tax basis generally carried over through the stock-for-stock steps, reduced by return-of-capital distributions over the years; the cash parts (CPA:15, CPA:18, the cash elections) were taxable events in the year paid. The custodian's 1099-B cost basis on these old positions is often missing on positions this old; the merger proxies and your old statements are the documents a tax preparer will need. Our guide to return of capital in REIT distributions explains the basis arithmetic.
• If you inherited the position: basis is generally stepped up to the value at the date of death, which makes the old CPA history matter less. See our step-up in basis guide.
• If you held CWI 1, CWI 2 or Watermark Lodging Trust: there is nothing left to claim from the company; the cash was paid in October 2022 and the loss against your purchase price was realized then.
• If you held Carey or Guggenheim Credit Income Fund: the fund deregistered in August 2025 after its final distribution.
• If you are holding a different non-traded REIT now and wondering whether a merger into a listed sponsor is a good exit, our pages on listing discounts and 2026 tender offers show how other programs have priced, and our KBS REIT history is a contrast: liquidations, not mergers.

This is analysis of public documents, not investment, legal or tax advice. Reconstructing cost basis or amending a return is work for a CPA or tax preparer, not for an investment adviser.

FAQ

Sources, read on October 12, 2026: Corporate Property Associates 12 (CIK 912046) 10-K for 2005 (0000950123-06-003660), merger proxy (0000950123-06-013051) and closing 8-K of December 1, 2006 (0000950123-06-014761); Corporate Property Associates 14 (CIK 1041326) Schedules 14D-9 of August 11 and November 9, 2010 (0000950123-10-076231, 0000950123-10-103319), merger proxy of March 11, 2011 (0000950123-11-024271), 10-K for 2010 (0000950123-11-029328) and 8-Ks of April 27 and May 6, 2011 (0000950123-11-039389, 0000950123-11-046748); Corporate Property Associates 15 (CIK 1138301) 10-K for 2011 (0001193125-12-096245), merger proxy of August 2, 2012 (0001193125-12-331824) and 8-Ks of September 14 and October 4, 2012 (0001193125-12-392651, 0001193125-12-415497); CPA:16 - Global (CIK 1250873) 10-Ks for 2004 and 2012 (0000950123-05-003240, 0001104659-13-014267) and 8-Ks of July 26, 2013, January 27 and February 4, 2014 (0001104659-13-056794, 0001104659-14-004171, 0001104659-14-006110); W. P. Carey Inc. (CIK 1025378) Form S-4 of October 1, 2013 (0001047469-13-009450) and 8-Ks of September 21, 2023 with Exhibit 99.1 and November 2, 2023 (0001104659-23-102585, 0001104659-23-113522); CPA:17 - Global (CIK 1390213) 10-K for 2017 (0001390213-18-000007), merger proxy of September 4, 2018 (0001047469-18-005936) and 8-Ks of October 29 and November 1, 2018 (0001104659-18-064413, 0001104659-18-065167); CPA:18 - Global (CIK 1558235) 10-K for 2014 (0001558235-15-000005), Schedule 14D-9 of November 14, 2018 (0001558235-18-000040), merger proxy of April 27, 2022 (0001628280-22-010837) and 8-Ks of July 27 and August 4, 2022 (0001104659-22-082964, 0001104659-22-086124); CPA:19 - Global (CIK 1672895) Form RW of July 20, 2017 (0001672895-17-000004); Carey Watermark Investors (CIK 1430259) 10-Ks for 2011 and 2018 (0001193125-12-127359, 0001430259-19-000007), Schedule 14D-9 of February 21, 2019 (0001430259-19-000003), joint merger proxy of January 14, 2020 (0001047469-20-000218) and 8-Ks of April 10 and 13, 2020 (0001104659-20-045289, 0001104659-20-045996); Carey Watermark Investors 2 / Watermark Lodging Trust (CIK 1609471) 10-Ks for 2015, 2019 and 2021 (0001609471-16-000036, 0001609471-20-000004, 0001609471-22-000007), 8-Ks of May 9 and September 12, 2022 (0001104659-22-057130, 0001104659-22-099249), merger proxy of June 15, 2022 (0001104659-22-071400) and Form S-8 POS of October 20, 2022 (0001104659-22-110338); Guggenheim Credit Income Fund 2018 T, formerly Carey Credit Income Fund 2018 T (CIK 1674786), 8-K of October 23, 2017 (0001674786-17-000032); Guggenheim Credit Income Fund (CIK 1618697) proxy of April 14, 2025 (0001821268-25-000091), 8-K of June 27, 2025 (0001821268-25-000119) and Form 15 of August 11, 2025 (0001821268-25-000182). Share chains, per-share cash totals and percentages are our arithmetic and exclude ordinary distributions. This is analysis of public documents, not investment, legal or tax advice.