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): January 12, 2017

 

 

W. P. CAREY INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

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

 

 

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:

 

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

 

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

 

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

 

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

 

 

 

Item 1.01.                                        Entry into a Material Definitive Agreement.

 

On January 12, 2017, W. P. Carey Inc. (the “Company”) and WPC Eurobond B.V., a wholly-owned subsidiary of the Company (the “Issuer”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities plc, Merrill Lynch International and Wells Fargo Securities International Limited, as representatives of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), in connection with the public offering (the “Offering”) of €500 million aggregate principal amount of 2.250% Senior Notes due 2024 (the “Senior Notes”) by the Issuer, which was fully, unconditionally and irrevocably guaranteed by the Company (the “Guarantee,” and together with the Senior Notes, the “Securities”). On January 19, 2017, the Company and the Issuer consummated the Offering. The Offering was made pursuant to (i) the Company and the Issuer’s automatic shelf registration statement on Form S-3ASR (File No. 333-214510), filed with the Securities and Exchange Commission on November 8, 2016, (ii) a preliminary prospectus supplement relating to the Securities, dated as of January 12, 2017, and (iii) a final prospectus supplement relating to the Securities, dated as of January 17, 2017.

 

The Company intends to use the net proceeds from the Offering to reduce amounts outstanding under its senior unsecured credit facility, to fund potential future acquisitions and mortgage repayments, and for general corporate purposes.

 

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Issuer, 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.

 

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 supplemental indenture thereto, dated as of January 19, 2017 (the “Supplemental Indenture”), by and among the Issuer, the Company, as guarantor, and the Trustee.

 

The foregoing descriptions of the Securities, the Base Indenture and the 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 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

In connection with the issuance of the Securities, the Issuer and the Guarantor also entered into an Agency Agreement, dated as of January 19, 2017 (the “Agency Agreement”), with Elavon Financial Services DAC, UK Branch, 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 8.01.                                        Other Events.

 

On January 12, 2017, the Company issued a press release relating to the pricing of the Securities. 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.                                     Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 12, 2017, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as the guarantor, and J.P. Morgan Securities plc, Merrill Lynch International and Wells Fargo Securities International Limited, as representatives of the several underwriters listed in Schedule 1 thereto.
4.1		Form of Note representing €500 Million Aggregate Principal Amount of 2.250% Senior Notes due 2024.
4.2		Indenture, dated as of November 8, 2016, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., 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. 333-214510)

 

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		filed on November 8, 2016).
4.3		Supplemental Indenture, dated as of January 19, 2017, 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.
10.1		Agency Agreement dated as of January 19, 2017, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, 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)
99.1		Pricing Press Release dated January 12, 2017, issued by W. P. Carey Inc.

 

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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.

 

		W. P. Carey Inc.
Date: January 19, 2017	By:	/s/ Susan C. Hyde
		Susan C. Hyde
		Managing Director and Corporate Secretary

 

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