W. P. Carey Inc. REIT filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$WPC
Real Estate Investment Trusts
Real Estate
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): May 1, 2025
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Item 1.01. - Entry into a Material Definitive Agreement.
On May 1, 2025, W. P. Carey Inc. (“W. P. Carey” or the “Company”) entered into an Equity Sales Agreement (the “Sales Agreement”) with Wells Fargo Securities, LLC, Barclays Capital Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. (collectively, the “Agents” and each individually, an “Agent”) and the Forward Purchasers (as defined below). Pursuant to the Sales Agreement, shares of W. P. Carey’s common stock, par value $0.001 per share, having an aggregate offering price of up to $1,250,000,000 (the “Shares”) may be offered and sold from time to time. Pursuant to the terms of the Sales Agreement, the Agents will act as W. P. Carey’s sales agents (except in the case of Nomura Securities International, Inc.) or, when acting as agents for the relevant Forward Purchaser, as forward sellers (except in the case of BTIG, LLC and SMBC Nikko Securities America, Inc.), in connection with any offerings of Shares. W. P. Carey may also sell Shares to an Agent as principal for its own account. W. P. Carey also entered into separate Master ATM Forward Confirmations on May 1, 2025 (each a “Master ATM Forward Confirmation”) between W. P. Carey and each of Wells Fargo Bank, National Association, Barclays Bank PLC, Banco Bilbao Vizcaya Argentaria, S.A., Bank of Montreal, BNP Paribas, The Bank of New York Mellon, Bank of America, N.A., Citizens JMP Securities, LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Royal Bank of Canada and The Bank of Nova Scotia or one of their respective affiliates (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), the form of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The sales, if any, of the Shares under the Sales Agreement will be made in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable Agent.
The Sales Agreement provides that, in addition to the issuance and sale of the Shares through the Agents, W. P. Carey may enter into forward sale agreements pursuant to the Master ATM Forward Confirmations. In connection with any forward sale agreement pursuant to the relevant Master ATM Forward Confirmation, the relevant Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through the relevant Agent, acting as sales agent for such Forward Purchaser (in such capacity, a “Forward Seller”), shares of its common stock to hedge such Forward Purchaser's exposure under the particular forward sale agreement. W. P. Carey will not initially receive any proceeds from any sale of shares of its common stock borrowed by a Forward Purchaser or its affiliate and sold through the related Forward Seller.
W. P. Carey currently expects to fully physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by W. P. Carey on or prior to the maturity date of that particular forward sale agreement, in which case W. P. Carey expects to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, W. P. Carey may also elect, in its sole discretion, to cash settle or net share settle all or any portion of its obligations under any particular forward sale agreement, in which case W. P. Carey may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and may owe cash (in the case of cash settlement) or shares of its common stock (in the case of net share settlement) to the relevant Forward Purchaser.
The Agents are not required to sell any specific number or dollar amount of W. P. Carey’s common stock, but each Agent will, subject to the terms and conditions of the Sales Agreement, use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell shares of W. P. Carey’s common stock designated by W. P. Carey and, in the case of shares offered through such Agent as Forward Seller, the relevant Forward Purchaser from time to time.
W. P. Carey will pay each Agent, acting as its sales agent, a commission not to exceed 2.0% of the gross sales price of the shares of its common stock sold by such Agent. In connection with each forward sale agreement, W. P. Carey will pay the applicable Agent, as Forward Seller, a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, not to exceed 2.0% of the gross sales price of the borrowed shares of its common stock sold through such Agent, during the applicable forward selling period for such shares (subject to
certain possible adjustments to such gross sales price for daily accruals and any quarterly dividends having an “ex-dividend” date during such forward selling period).
Under the terms of the Sales Agreement, W. P. Carey may also sell shares of its common stock to one or more of the Agents as principal, at a price per share to be agreed upon at the time of sale. If W. P. Carey sells shares to one or more of the Agents as principal, it will enter into a separate terms agreement with such Agent or Agents, as the case may be. In any such sale to an Agent as principal, W. P. Carey may agree to pay the applicable Agent a commission or underwriting discount that may exceed 2.0% of the gross sales price per share of common stock sold to such Agent, as principal.
W. P. Carey intends to use any net proceeds from the sale of the Shares and upon settlement of any Master ATM Forward Confirmation to fund potential future investments, to repay certain indebtedness (including amounts outstanding under its unsecured revolving credit facility), and for general corporate purposes.
On May 2, 2022, W. P. Carey established an “at-the-market” program relating to the issuance and sale of common stock having an aggregate gross sales price of up to $1,000,000,000 (the “Prior Program”). As of the date of this Current Report on Form 8-K, the Prior Program has been terminated.
The foregoing descriptions of the Sales Agreement and the Master ATM Forward Confirmations do not purport to be complete and are qualified in their entirety by the full text of the Sales Agreement and the form of Master ATM Forward Confirmation, which are being filed as Exhibit 1.1 and 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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 hereunto duly authorized.
| W. P. Carey Inc. | |||||||||||
| Date: | May 1, 2025 | By: | /s/ ToniAnn Sanzone | ||||||||
| ToniAnn Sanzone | |||||||||||
| Chief Financial Officer | |||||||||||