Item 1.01. Entry into a Material Definitive Agreement.
On June 7, 2021, W. P. Carey Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as underwriters
(collectively, the “Underwriters”), BofA Securities, Inc., J.P. Morgan
Securities LLC Wells Fargo Securities, LLC (in such capacities, the “Forward
Sellers”) and Bank of America, N.A., JPMorgan Chase Bank, National Association and Wells Fargo Bank, National
Association (in such capacities, the “Forward Purchasers”) in connection
with an underwritten public offering (the “Offering”) of 5,250,000
shares (the “Shares”) of the Company’s common stock, $0.001 par
value per share (the “Common Stock”), at a price per share to the
Underwriters of $74.51 (the “Purchase Price”). The Shares are offered by
the Forward Sellers in connection with certain forward sale agreements described below. Pursuant to the terms of the Underwriting
Agreement, the Underwriters were granted a 30-day option to purchase up to an additional 787,500 shares of Common Stock at
the Purchase Price, which was exercised in full on June 9, 2021.The gross proceeds to the Company from the offering are approximately $454.6 million.
In
connection with the Offering, the Company also entered into certain forward sale agreements (the “Forward Sale Agreements”)
with the Forward Purchasers. In connection with such Forward Sale Agreements, the Forward Purchasers (or their affiliates) borrowed from
third parties and sold to the Underwriters an aggregate of 5,250,000 shares of Common Stock that was sold in the Offering. The Company
expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those
shares of its Common Stock upon one or more such physical settlements within approximately 18 months from the date of the prospectus supplement
relating to the Offering. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares
of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the
Forward Sale Agreements, in which case, it may receive, or it may owe, cash or shares of Common Stock from or to the Forward Purchasers.
The Forward Sale Agreements provide for an initial forward sale price of $74.51 per share, subject to certain adjustments pursuant to
the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain
circumstances.
The Offering closed on June 10, 2021 and was made
pursuant to (i) the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-233159) filed with the Securities
and Exchange Commission on August 9, 2019 and (ii) a final prospectus supplement relating to the Shares, dated as of June 7, 2021.
The Company intends to use the proceeds, if any,
received upon the settlement of the Forward Sale Agreements (and from the sale of any shares of its Common Stock that it may sell to the
Underwriters in lieu of the Forward Purchasers (or their affiliates) selling its Common Stock to the Underwriters) to fund potential future
investments (including acquisitions and development and redevelopment activities), to repay certain indebtedness, including amounts outstanding
under its $1.8 billion unsecured revolving credit facility, and for general corporate purposes.
The Underwriting Agreement contains customary
representations, warranties and covenants of the Company, as well as certain customary indemnification provisions with respect to
the Company, the Underwriters, the Forward Purchasers and the Forward Sellers relating to certain losses or damages arising out of
or in connection with the consummation of the Offering.
The foregoing descriptions of the
Underwriting Agreement and Forward Sale Agreements do not purport to be complete and are qualified in their entirety by the full
text of the Underwriting Agreement and the Forward Sale Agreements, copies of which are being filed as Exhibits 1.1, 1.2, 1.3, 1.4,
1.5, 1.6 and 1.7 to this Current Report on Form 8-K and are incorporated herein by reference.