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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 6, 2023
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
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 each exchange on which registered |
Common Stock, $0.001 Par Value |
|
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 7.01 Regulation FD Disclosure.
On October 6, 2023, W. P. Carey Inc. (the “Company”)
issued a press release announcing the establishment of the record date and distribution date for the distribution of common shares of
Net Lease Office Properties (“NLOP”) to the holders of the Company’s common stock in connection previously announced
spin-off of certain office properties of the Company to NLOP. A copy of the press release is furnished as Exhibit 99.1 hereto and
incorporated by reference into this Item 7.01.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Forward Looking Statements
Certain of the matters discussed in this Current Report on Form 8-K
constitute forward-looking statements within the meaning of the Securities Act and the Exchange Act, both as amended by the Private Securities
Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or
expectations of the Company and can be identified by the use of words such as “may,” “will,” “should,”
“would,” “will be,” “goals,” “believe,” “project,” “expect,” “anticipate,”
“intend,” “estimate,” “opportunities,” “possibility,” “strategy,” “maintain”
or the negative version of these words and other comparable terms. These forward-looking statements include, but are not limited to, statements
regarding the expected timing and outcome of the proposed spin-off of certain of the Company’s office properties, if it occurs at
all, including the anticipated distribution date. These statements are based on the current expectations of the Company’s management,
and it is important to note that the Company’s actual results could be materially different from those projected in such forward-looking
statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking
statements. Other unknown or unpredictable risks or uncertainties, like the risks related to inflation and increased interest rates, the
effects of pandemics and global outbreaks of contagious diseases (such as the COVID-19 pandemic) and domestic or geopolitical crises,
such as terrorism, military conflict (including the ongoing conflict between Russia and Ukraine and the global response to it), war or
the perception that hostilities may be imminent, political instability or civil unrest, or other conflict, and those additional risk factors
discussed in reports that the Company has filed with the Securities and Exchange Commission (the “SEC”), could also have material
adverse effects on the Company’s future results, performance or achievements. Discussions of some of these other important factors
and assumptions are contained in the Company’s filings with the SEC and are available at the SEC's website at http://www.sec.gov,
including Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2022, as well as the risks described under the heading “Risk Factors” in the Registration Statement on Form 10 filed
by NLOP in connection with the proposed spin-off. Investors are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this communication, unless noted otherwise. Except as required under the federal securities laws and
the rules and regulations of the SEC, the Company does not undertake any obligation to release publicly any revisions to the forward-looking
statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: |
October 6, 2023 | By: |
/s/
ToniAnn Sanzone |
| |
ToniAnn
Sanzone |
| |
Chief Financial Officer |
Exhibit 99.1
W. P. Carey Announces Record and Distribution
Dates for Spin-Off of Net Lease Office Properties
Distribution Ratio Set at 1 NLOP Share for Every
15 W. P. Carey Shares
NEW YORK, Oct. 6, 2023 -- W. P. Carey Inc. (W. P. Carey, NYSE:
WPC) today announced that the Registration Statement on Form 10 associated with the previously announced plan to spin off 59 office
properties (the “Spin-Off”), filed under the newly created company Net Lease Office Properties (“NLOP”), that will be a separate, publicly-traded real estate investment trust, was declared
effective on October 6, 2023. W. P. Carey has declared October 19, 2023 as the record date for the Spin-Off and November 1,
2023 as the distribution date for the Spin-Off.
The dates set forth above may be delayed subject to satisfaction or
waiver of the conditions to the Spin-Off. The Spin-Off will be accomplished via a pro rata dividend of one NLOP common share for every
15 shares of W. P. Carey common stock outstanding as of the record date for the Spin-Off. W. P. Carey stockholders will receive cash in
lieu of fractional shares in the Spin-Off. No action is required by W. P. Carey stockholders in order to receive common shares of NLOP in the Spin-Off.
W. P. Carey stockholders are urged to consult their financial and tax
advisors regarding the particular consequences of the Spin-Off in their situation, including, without limitation, the specific implications
of selling common shares of NLOP and the applicability and effect of any U.S. federal, state, local and foreign tax laws.
Information regarding NLOP and the Spin-Off can be found in the full Registration Statement
on Form 10 initially filed by NLOP with the Securities and Exchange Commission (“SEC”) on September 21, 2023, and
in other documents that NLOP files with the SEC, as well as in an investor presentation regarding the proposed transactions in the Investor
Relations section of W. P. Carey’s website at www.wpcarey.com/presentation. Additional information regarding NLOP may also be found on its website at www.nloproperties.com.
Additional Details About the Distribution
W. P. Carey has been advised by the New York Stock Exchange (“NYSE”)
that a "when issued" public trading market for NLOP common shares will commence on October 27, 2023 under the symbol "NLOP
WI" and continue through November 1, 2023, and that "regular way" trading of NLOP common shares will begin on November 2,
2023 under the symbol “NLOP”.
W. P. Carey common stock is expected to trade "regular way" on the NYSE under the symbol "WPC" from October 18, 2023 through November 1, 2023. Any holders who
sell W. P. Carey common stock “regular way” on or before November 1, 2023 will also be selling their right to receive
NLOP common shares.
On October 27, 2023, an “ex-distribution” market for
W. P. Carey common stock is expected to begin on the NYSE under the symbol "WPC WI" and continue through November 1, 2023.
Holders of W. P. Carey common stock who sell in the "ex-distribution" market under the symbol “WPC WI” on or before
November 1, 2023 will only be selling shares of W. P. Carey common stock and will be retaining the right to receive NLOP common shares
in the distribution.
W. P. Carey stockholders who hold common stock on the record date and
decide to sell any of their W. P. Carey common stock before the distribution date should consult with their stockbroker, bank or other
nominee to understand whether the shares of W. P. Carey common stock will be sold with or without the entitlement to NLOP common shares
pursuant to the Spin-Off.
W. P. Carey Inc.
Celebrating its 50th anniversary,
W. P. Carey ranks among the largest net lease REITs with a well-diversified portfolio of high-quality, operationally critical commercial
real estate, which includes 1,416 net lease properties covering approximately 171 million square feet and a portfolio of 85 self-storage
operating properties, pro forma for the Spin-Off of NLOP, as of June 30, 2023. With offices in New York, London, Amsterdam and Dallas,
the company remains focused on investing primarily in single-tenant, industrial, warehouse and retail properties located in the U.S. and
Northern and Western Europe, under long-term net leases with built-in rent escalations.
www.wpcarey.com
Cautionary Statement Concerning
Forward-Looking Statements
Certain of the matters discussed in this communication constitute
forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended
by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding
the intent, belief or expectations of W. P. Carey and can be identified by the use of words such as "may," "will,"
"should," "would," "will be," "goals," "believe," "project," "expect,"
"anticipate," "intend," "estimate" "opportunities," "possibility," "strategy,"
"maintain" or the negative version of these words and other comparable terms. These forward-looking statements include, but
are not limited to, statements regarding the contemplated spin-off with NLOP, including the expected timing and outcome of the spin-off.
These statements are based on the current expectations of our management, and it is important to note that our actual results could be
materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements. Other unknown or unpredictable risks or uncertainties,
like the risks related to inflation and increased interest rates, the effects of pandemics and global outbreaks of contagious diseases
(such as the COVID-19 pandemic) and domestic or geopolitical crises, such as terrorism, military conflict (including the ongoing conflict
between Russia and Ukraine and the global response to it), war or the perception that hostilities may be imminent, political instability
or civil unrest, or other conflict, and those additional risk factors discussed in reports that we have filed with the SEC, could also
have material adverse effects on our future results, performance or achievements. Discussions of some of these other important factors
and assumptions are contained in W. P. Carey's filings with the SEC and are available at the SEC's website at http://www.sec.gov,
including Part I, Item 1A. Risk Factors in W. P. Carey's Annual Report on Form 10-K for the fiscal year ended December 31,
2022. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
communication, unless noted otherwise. Except as required under the federal securities laws and the rules and regulations of the
SEC, W. P. Carey does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events
or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.
Institutional Investors:
Peter Sands
1 (212) 492-1110
institutionalir@wpcarey.com
Individual Investors:
W. P. Carey Inc.
1 (212) 492-8920
ir@wpcarey.com
Press Contact:
Anna McGrath
1 (212) 492-1166
amcgrath@wpcarey.com
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