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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): March 8, 2021

 

 

W. P. Carey Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 001-13779 45-4549771
(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (IRS Employer Identification No.)
     

One Manhattan West, 395 9th Avenue,

58th Floor
New York, NY

  10001
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 492-1100

 

(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, par value $0.001 per share   "WPC"   New York Stock Exchange

 

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. Entry into a Material Definitive Agreement.

 

On March 8, 2021, W. P. Carey Inc. (the “Company”) consummated the public offering (the “Offering”) of €525 million aggregate principal amount of 0.950% Senior Notes due 2030 (the “Senior Notes”), issued by WPC Eurobond B.V., a wholly-owned subsidiary of the Company (the “Issuer”), and fully, unconditionally and irrevocably guaranteed by the Company (the “Guarantee”; together with the Senior Notes, the “Securities”). The Offering settled on March 8, 2021 and was made pursuant to (i) the Company’s automatic shelf registration statement on Form S-3 (File No. 333-233159), filed with the Securities and Exchange Commission on August 9, 2019; and (ii) a final prospectus supplement relating to the Securities, dated as of February 23, 2021. The Company intends to use the net proceeds from the Offering to redeem the outstanding principal amount of the Company’s 2.000% Senior Notes due 2023. The Company intends to use the remainder of the net proceeds from the Offering for general corporate purposes, to repay indebtedness, including reducing amounts outstanding under its unsecured revolving credit facility, the repayment of secured debt and to fund potential future acquisitions.

 

The foregoing descriptions of the Securities in this Current Report on Form 8-K do not purport to be complete, are qualified in their entirety by reference to Exhibit 4.1 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Fifth Supplemental Indenture

 

The terms of the Securities are governed by an indenture, dated as of November 8, 2016 (the “Base Indenture”), by and among the Issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Fifth Supplemental Indenture dated as of March 8, 2021 (the “Fifth Supplemental Indenture”), by and among the Issuer, the Company, as guarantor, and the trustee.

 

The foregoing descriptions of the Base Indenture and the Fifth Supplemental Indenture in this Current Report on Form 8-K do not purport to be complete, are qualified in their entirety by reference to Exhibits 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Agency Agreement

 

In connection with the issuance of the Securities, the Issuer and the Guarantor also entered into an Agency Agreement, dated as of March 8, 2021 (the “Agency Agreement”), with Elavon Financial Services DAC, as paying agent, and the Trustee, as transfer agent, registrar and trustee.

 

The foregoing description of the Agency Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agency Agreement, which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
4.1   Form of Note representing €525 Million Aggregate Principal Amount of 0.950% Senior Notes due 2030 (contained in Exhibit 4.3).
4.2   Indenture dated as of November 8, 2016, by and among WPC Eurobond B.V., as issuer, W. P. Carey, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of W. P. Carey Inc.’s automatic shelf registration statement on Form S-3ASR (File No. 333-233159) filed on August 9, 2019).
4.3   Fifth Supplemental Indenture dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee.
5.1   Opinion of DLA Piper LLP (US) regarding the validity of the Securities.
5.2   Opinion of DLA Piper Nederland N.V.
8.1   Opinion of DLA Piper LLP (US) as to certain tax matters.
10.1   Agency Agreement dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W.P. Carey Inc., as guarantor, Elavon Financial Services DAC, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee.
23.1   Consent of DLA Piper LLP (US) (contained in Exhibit 5.1).
23.2   Consent of DLA Piper Nederland N.V. (contained in Exhibit 5.2).
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.

 

   
March 8, 2021 W. P. Carey Inc.
   
  By: /s/ ToniAnn Sanzone
    ToniAnn Sanzone
    Chief Financial Officer