WPC WP Carey Inc

 

 

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

 

Exhibit No.		Description
99.1		Press Release, dated October 6, 2023.
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:	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

 

 

v3.23.3

Cover	Oct. 06, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Oct. 06, 2023
Entity File Number	001-13779
Entity Registrant Name	W. P. Carey Inc.
Entity Central Index Key	0001025378
Entity Tax Identification Number	45-4549771
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	One Manhattan West
Entity Address, Address Line Two	395 9th Avenue
Entity Address, Address Line Three	58th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	WPC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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