UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2020, W. P. Carey Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters listed on Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), J.P. Morgan Securities LLC and BofA Securities, Inc. (or their respective affiliates) (in such capacities, the “Forward Sellers”) and J.P. Morgan Securities LLC and BofA Securities, Inc. (in such capacities, the “Forward Purchasers”) in connection with an underwritten public offering (the “Offering”) of 4,750,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price per share to the Underwriters of $68.35 (the “Purchase Price”). The Shares are offered by the Forward Sellers in connection with certain forward sale agreements described below. Pursuant to the terms of the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase up to an additional 712,500 shares of Common Stock at the Purchase Price, which was exercised in full on June 18, 2020.
In connection with the Offering, the Company also entered into certain forward sale agreements (the “Forward Sale Agreements”) with the Forward Purchasers. In connection with such Forward Sale Agreements, the Forward Purchasers (or their affiliates) borrowed from third parties and sold to the Underwriters an aggregate of 4,750,000 shares of Common Stock that was sold in the Offering. The Company expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares of its Common Stock upon one or more such physical settlements within approximately 18 months from the date of the prospectus supplement relating to the Offering. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case, it may receive, or it may owe, cash or shares of Common Stock from or to the Forward Purchasers. The Forward Sale Agreements provide for an initial forward sale price of $68.35 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
The Offering closed on June 22, 2020 and was made pursuant to (i) the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-233159) filed with the Securities and Exchange Commission on August 9, 2019, (ii) a preliminary prospectus supplement relating to the Shares, dated as of June 17, 2020, and (iii) a final prospectus supplement relating to the Shares, dated as of June 17, 2020.
The Company intends to use the proceeds, if any, received upon the settlement of the Forward Sale Agreements (and from the sale of any shares of its Common Stock that it may sell to the Underwriters in lieu of the Forward Purchasers (or their affiliates) selling its Common Stock to the Underwriters) to repay certain indebtedness, including amounts outstanding under its $1.8 billion unsecured revolving credit facility, to fund development and redevelopment activities and potential future acquisitions, and for general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, as well as certain customary indemnification provisions with respect to the Company and the Underwriters, the Forward Sellers and the Forward Purchasers relating to certain losses or damages arising out of or in connection with the consummation of the Offering.
The foregoing descriptions of the Underwriting Agreement and Forward Sale Agreements do not purport to be complete and are qualified in their entirety by the full text of the Underwriting Agreement and the Forward Sale Agreements, copies of which are being filed as Exhibits 1.1, 1.2 and 1.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
On June 17, 2020, the Company issued a press release announcing the launch of the Offering (the “Launch Press Release”); on June 17, 2020, the Company issued a press release announcing the pricing of the Offering (the “Pricing Press Release”); and on June 22, 2020, the Company issued a press release announcing the exercise of the Underwriters’ Option to purchase additional shares in the Offering and the closing of the Offering (the “Closing Press Release”). The foregoing descriptions of the Launch Press Release, the Pricing Press Release and the Closing Press Release are qualified in their entirety by reference to the Launch Press Release, the Pricing Press Release and the Closing Press Release, which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| W. P. Carey Inc. | ||
| Date: June 22, 2020 | By: | /s/ ToniAnn Sanzone |
| ToniAnn Sanzone | ||
| Chief Financial Officer |
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