912046--3/24/2006--CORPORATE_PROPERTY_ASSOCIATES_12

related topics

{investment, property, distribution}

{tax, income, asset}

{debt, indebtedness, cash}

{provision, law, control}

{loss, insurance, financial}

{stock, price, share}

{interest, director, officer}

{regulation, change, law}

{operation, international, foreign}

{personnel, key, retain}

{cost, regulation, environmental}

We may have difficulty selling or re-leasing our properties. We may recognize substantial impairment charges on properties we own. Our success is dependent on the performance of our advisor. Our advisor may be subject to conflicts of interest. We have limited independence from our advisor. There is not, and may never be a public market for our shares, so it will be difficult for shareholders to sell shares quickly. Our net asset value is based on information that our advisor provides to a third party. Potential liability for environmental matters could adversely affect our financial condition. Failure to qualify as a REIT would adversely affect our operations and ability to make distributions. The inability of a tenant in a single tenant property to pay rent will reduce our revenues. Our highly leveraged tenants may have a higher possibility of filing for bankruptcy or insolvency. The bankruptcy or insolvency of tenants may cause a reduction in revenue. Our tenants generally may not have a recognized credit rating, and may have a higher risk of lease defaults than if our tenants had a recognized credit rating. Our sale-leaseback agreements may permit tenants to purchase a property at a predetermined price, which could limit our realization of any appreciation or result in a loss. Liability for uninsured losses could adversely affect our financial condition. Our use of debt to finance investments could adversely affect our cash flow. Balloon payment obligations may adversely affect our financial condition. Our investments in properties outside of the United States subject us to foreign currency risks which may adversely affect distributions. International investment risks, including adverse political or economic developments, lack of uniform accounting standards (including availability of information in accordance with U.S. generally accepted accounting principles), uncertainty of foreign laws and the difficulty of enforcing certain obligations in other countries may adversely affect our operations and our ability to make distributions. Our participation in joint ventures creates additional risk. We do not fully control the management for our properties. Payment of fees to our advisor will reduce cash available for investment and distribution. We may need to use leverage to make distributions. The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT qualification. Dividends payable by REITS generally do not qualify for reduced U.S. federal income tax rates because qualifying REITs so not pay U.S. federal income tax on their net income. Possible legislative or other actions affecting REITs could adversely affect our shareholders and us. The ability of our board of directors to revoke our REIT election without shareholder approval may cause adverse consequences to our shareholders. The limit on the number of our shares a person may own may discourage a takeover. Maryland law could restrict change in control. Shareholders equity interests may be diluted. Our board of directors may change our investment policies without shareholder approval, which could alter the nature of your investment. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.

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912046--3/24/2006--CORPORATE_PROPERTY_ASSOCIATES_12_INC