UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 7, 2024, W. P. Carey Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch International, Barclays Bank PLC, RBC Europe Limited and Wells Fargo Securities International Limited 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 €650 million aggregate principal amount of 4.250% Senior Notes due 2032 (the “Senior Notes”), issued by the Company. The Offering is expected to settle on May 16, 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 May 9, 2024.
The Company intends to use the net proceeds from this Offering for general corporate purposes and to repay indebtedness including repayment of amounts outstanding under its unsecured revolving credit facility and the €500 million aggregate principal outstanding of 2.25% Senior Notes due July 2024.
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 May 7, 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 May 7, 2024, by and among W. P. Carey Inc., Merrill Lynch International, Barclays Bank PLC, RBC Europe Limited and Wells Fargo Securities International Limited as representatives of the several underwriters listed in Schedule 1 thereto. | |
| 99.1 | Pricing Press Release dated May 7, 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.
| May 8, 2024 | W. P. Carey Inc. | |
| By: | /s/ ToniAnn Sanzone | |
| ToniAnn Sanzone | ||
| Chief Financial Officer | ||