8-K

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): September 22, 2014

W. P. CAREY INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-13779	45-4549771
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. 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

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.             Other Events.

Press Release Relating to the Launch of an Underwritten Public Offering of Common Stock

On September 22, 2014, W. P. Carey Inc. (the “Company”) issued a press release (the “Launch Press Release”) announcing the launch of an underwritten public offering (the “Offering”) of 4,000,000 shares of the Company’s common stock (the “Common Stock”).  In connection with the Offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of Common Stock.  The foregoing description is qualified in its entirety by reference to the Launch Press Release, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Press Release Relating to the Pricing of the Common Stock Offered by the Company

On September 24, 2014, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the shares of the Common Stock offered by the Company in connection with the Offering at a price of $64.00 per share.  The offering is expected to settle on September 30, 2014, subject to customary closing conditions.  The foregoing description is qualified in its entirety by reference to the Pricing Press Release, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01.             Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Launch Press Release dated September 22, 2014, issued by W. P. Carey Inc.
99.2	Pricing Press Release dated September 24, 2014, issued by W. P. Carey Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		W. P. Carey Inc.
Date: September 25, 2014	By:	/s/ Catherine D. Rice
		Catherine D. Rice
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Company contact:

Peter Sands

W. P. Carey Inc.

212-492-8989

psands@wpcarey.com

Press contact:

Guy Lawrence

Ross & Lawrence

212-308-3333

gblawrence@rosslawpr.com

W. P. Carey Inc. Announces Launch of Public Offering of Common Stock

New York, NY – September 22, 2014 - W. P. Carey Inc. (NYSE: WPC) announced today that it has commenced an underwritten public offering of 4,000,000 shares of common stock. In connection with the offering, the company intends to grant the underwriters a 30-day option to purchase up to an additional 600,000 shares of its common stock.

W. P. Carey Inc. intends to use the net proceeds from the offering to repay certain indebtedness, including amounts outstanding under its senior unsecured credit facility, to fund potential future acquisitions and for general corporate purposes. BofA Merrill Lynch, Citigroup, and Wells Fargo Securities, will act as joint book-running managers for the offering.

A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended (the “Securities Act”). The offering will be made by means of a prospectus supplement and prospectus. Before making an investment in these securities, potential investors should read the preliminary prospectus supplement and the accompanying prospectus for more complete information about W. P. Carey Inc. and the offering. Potential investors may obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. Alternatively, potential investors may contact any underwriter or dealer participating in the offering, who will arrange to send them these documents: BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038, or by emailing dg.prospectus_requests@baml.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling 1-800- 831-9146; Wells Fargo Securities, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, or by emailing cmclientsupport@wellsfargo.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer or sale of these securities will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.

Forward-Looking Statements

Certain of the matters discussed in this press release constitute forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey Inc. and can be identified 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. These forward-looking statements represent W. P. Carey Inc.’s expectations and beliefs concerning future events, and no assurance can be given that the future results described in this press release will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the company. The factors and assumptions upon which any forward-looking statements herein are based are subject to risks and uncertainties which include, among others, risks associated with the offering, including whether such offering will be successful and on what terms it may be completed, the risk factors set forth in W. P. Carey Inc.’s most recent Annual Report on Form 10-K, and in subsequent reports filed with the SEC and other factors over which it has little or no control. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication 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 communication, unless noted otherwise. Except as required under the federal securities laws and the rules and regulations of the SEC, W. P. Carey Inc. does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.

W. P. Carey Inc.

W. P. Carey Inc. is a self-managed real estate investment trust and a leading global owner and manager of commercial properties, primarily net leased to companies on a long-term basis. Through its investment management business, the company also manages a series of non-traded real estate investment trusts.

EX-99.2

Exhibit 99.2

Company contact:

Peter Sands

W. P. Carey Inc.

212-492-8989

psands@wpcarey.com

Press contact:

Guy Lawrence

Ross & Lawrence

212-308-3333

gblawrence@rosslawpr.com

W. P. Carey Inc. Announces Pricing of Public Offering of 4,000,000 Shares of Common Stock

New York, NY – September 24, 2014 - W. P. Carey Inc. (NYSE: WPC) announced today that it has priced an underwritten public offering of 4,000,000 shares of common stock at a public offering price of $64.00 per share.  In connection with the offering, the company granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of its common stock.  The offering is expected to settle on September 30, 2014, subject to customary closing conditions.

W. P. Carey Inc. intends to use the net proceeds from the offering of approximately $245 million (after deducting the underwriting discount and other estimated offering expenses) to repay certain indebtedness, including amounts outstanding under its senior unsecured credit facility, to fund potential future acquisitions and for general corporate purposes.

BofA Merrill Lynch, Citigroup, Wells Fargo Securities, Barclays and J.P. Morgan acted as joint book-running managers for the offering.  Baird, BMO Capital Markets, Capital One Securities, Evercore, Ladenburg Thalmann and Piper Jaffray acted as co-managers for the offering.

A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended (the “Securities Act”).  The offering is being made by means of a prospectus supplement and prospectus.  Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about W. P. Carey Inc. and the offering.  Potential investors may obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission (the “SEC”) website at www.sec.gov.  Alternatively, potential investors may contact any underwriter or dealer participating in the offering, who will arrange to send them these documents: BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038, or by emailing dg.prospectus_requests@baml.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling 1-800-831-9146; Wells Fargo Securities, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, or by emailing cmclientsupport@wellsfargo.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other

jurisdiction.  Any offer or sale of these securities will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.

Forward-Looking Statements

Certain of the matters discussed in this press release constitute forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, both as amended by the Private Securities Litigation Reform Act of 1995.  The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey Inc. and can be identified 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.  These forward-looking statements represent W. P. Carey Inc.’s expectations and beliefs concerning future events, and no assurance can be given that the future results described in this press release will be achieved.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.  Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the company.  The factors and assumptions upon which any forward-looking statements herein are based are subject to risks and uncertainties which include, among others, risks associated with the offering, including whether such offering will be successful and on what terms it may be completed, the risk factors set forth in W. P. Carey Inc.’s most recent Annual Report on Form 10-K and in subsequent reports filed with the SEC, and other factors over which it has little or no control.  In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication 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 communication, unless noted otherwise.  Except as required under the federal securities laws and the rules and regulations of the SEC, W. P. Carey Inc. does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.

W. P. Carey Inc.

W. P. Carey Inc. is a self-managed real estate investment trust and a leading global owner and manager of commercial properties, primarily net leased to companies on a long-term basis.  Through its investment management business, the company also manages a series of non-traded real estate investment trusts.