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): February 25, 2021
W. P. Carey Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | | 001-13779 | | 45-4549771 |
| (State of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One Manhattan West, 395 9th Avenue, 58th Floor
New York, New York | | | | 10001 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 492-1100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Common Stock, $0.001 Par Value | | WPC | | New York Stock Exchange |
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)) |
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.
Seventh Supplemental Indenture
On February 25, 2021, W. P. Carey Inc. (the “Company”) completed a public offering (the “Offering”) of $425 million aggregate principal amount of the Company’s 2.250% Senior Notes due 2033 (the “Senior Notes”). 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 (the “Base Indenture”), as supplemented and amended by a supplemental indenture thereto, dated as of February 25, 2021 (the “Seventh Supplemental Indenture”), establishing the terms of the Senior Notes.
The Senior Notes were 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 February 16, 2021.
The foregoing descriptions of the Senior Notes, the Base Indenture and the Seventh Supplemental Indenture do not purport to be complete, are qualified in their entirety by reference to Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| 4.1 | | Indenture, dated March 14, 2014, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of W. P. Carey Inc.’s Current Report on Form 8-K filed March 14, 2014). |
| 4.2 | | Seventh Supplemental Indenture, dated February 25, 2021, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee. |
| 4.3 | | Form of 2.250% Senior Notes due 2033 (contained in Exhibit 4.2). |
| 5.1 | | Opinion of DLA Piper LLP (US) regarding the validity of the Senior Notes. |
| 8.1 | | Opinion of DLA Piper LLP (US) as to certain tax matters. |
| 23.1 | | Consents of DLA Piper LLP (US) (contained in Exhibits 5.1 and 8.1). |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 25, 2021 | | By: | /s/ ToniAnn Sanzone |
| | | | ToniAnn Sanzone |
| | | | Chief Financial Officer |
