Distribution Ratio Set at 1 NLOP Share for
Every 15 W. P. Carey Shares
NEW
YORK, Oct. 6, 2023 /PRNewswire/ -- 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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SOURCE W. P. Carey Inc.