Current Report Filing (8-k)
October 06 2021 - 5:11PM
Edgar (US Regulatory)
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0001025378
2021-10-05
2021-10-05
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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): October 5, 2021
W. P. Carey Inc.
(Exact Name of Registrant
as Specified in its Charter)
Maryland
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001-13779
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45-4549771
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(State of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Manhattan West, 395 9th Avenue, 58th Floor
New York, New York
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10001
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 492-1100
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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WPC
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New York Stock Exchange
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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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01.
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On October 5, 2021, W. P. Carey Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, RBC Capital
Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, 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”) by the Company of $350 million aggregate principal amount of the Company’s 2.450% Senior Notes
due 2032 (the “Senior Notes”). The closing of the Offering is expected to occur on October 15, 2021. The terms of the
Senior Notes are governed by an indenture, dated as of March 14, 2014, between the Company and U.S. Bank National Association, as trustee,
as supplemented and amended by a supplemental indenture thereto, to be dated as of October 15, 2021 establishing the terms of the Senior
Notes.
The Senior Notes are being issued pursuant to (i) the Company’s
automatic shelf registration statement on Form S-3ASR (Registration No. 333-233159), including the related prospectus dated
August 9, 2019; and (ii) a final prospectus supplement relating to the Senior Notes, dated as of October 5, 2021.
The Company intends to fully allocate an amount equal to the net proceeds
from the Offering to the financing and refinancing, in whole or in part, of one or more recently completed or future eligible green projects
in the categories outlined in the Company’s Green Financing Framework, which is designed to align with the International Capital
Markets Association Green Bond Principles 2021. Pending such allocation, the Company may use the net proceeds from the sale of the Senior
Notes for the redemption or repayment of certain indebtedness or hold net proceeds in cash, cash equivalents and/or marketable securities,
all in accordance with the Company’s cash management policy. Net proceeds allocated to previously incurred costs associated with
eligible green projects will be available for the repayment of debt or other current uses.
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.
On October 5, 2021, the Company issued a press release announcing the
pricing of the Senior Notes. The foregoing description is qualified in its entirety by reference to the pricing press release, which is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated October 5, 2021, by and among W. P. Carey Inc., and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto.
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99.1
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Pricing Press Release, dated October 5, 2021, issued by W. P. Carey Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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W. P. Carey Inc.
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Date: October 6, 2021
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By:
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/s/ ToniAnn Sanzone
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ToniAnn Sanzone
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Chief Financial Officer
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