UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 12, 2024, W. P. Carey Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Bank PLC, BNP PARIBAS and J.P. Morgan Securities plc as representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), in connection with the public offering (the “Offering”) of €600 million aggregate principal amount of 3.700% Senior Notes due 2034 (the “Senior Notes”), issued by the Company. The Offering is expected to settle on November 19, 2024, subject to customary closing conditions. The Offering is being made pursuant to (i) the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-264613) filed with the Securities and Exchange Commission on May 2, 2022 and (ii) a final prospectus supplement relating to the Senior Notes, dated as of November 14, 2024.
The Company intends to use the net proceeds from this Offering for general corporate purposes, including to fund potential future investments (including acquisitions and development and redevelopment activities) and to repay certain indebtedness, including amounts outstanding under its unsecured revolving credit facility and all or a portion of its $450 million in aggregate principal amount outstanding under its 4.00% Senior Notes due February 2025.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, as well as certain customary indemnification provisions with respect to the Company and the Underwriters relating to certain losses or damages arising out of or in connection with the consummation of the Offering.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01. | Other Events. |
On November 12, 2024, the Company issued a press release relating to the pricing of the Senior Notes (the "Press Release"). The foregoing description is qualified in its entirety by reference to the Press Release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated November 12, 2024, by and among W. P. Carey Inc., Barclays Bank PLC, BNP PARIBAS and J.P. Morgan Securities plc as representatives of the several underwriters listed in Schedule 1 thereto. | |
| 99.1 | Pricing Press Release dated November 12, 2024, issued by W. P. Carey Inc. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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, thereunto duly authorized.
| November 13, 2024 | W. P. Carey Inc. | |
| By: | /s/ ToniAnn Sanzone | |
| ToniAnn Sanzone | ||
| Chief Financial Officer | ||