W. P. Carey (WPC) Prices 5.25M Share Common Offering for Gross Proceeds of $395M

June 8, 2021 5:58 AM EDT

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W. P. Carey Inc. (NYSE: WPC) announced today the pricing of an underwritten public offering of an aggregate of 5,250,000 shares of common stock, offered on a forward basis in connection with the forward sale agreements described below, for gross proceeds of approximately $395.3 million. The underwriters of the offering have been granted a 30-day option to purchase up to an additional 787,500 shares of common stock.

W. P. Carey Inc. 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 fund potential future investments (including acquisitions and development and redevelopment activities), to repay certain indebtedness, including amounts outstanding under its $1.8 billion unsecured revolving credit facility, and for general corporate purposes.

BofA Securities, J.P. Morgan and Wells Fargo Securities acted as joint book-running managers for the offering.

In connection with the offering of shares of its common stock, the Company entered into forward sale agreements with BofA Securities, J.P. Morgan and Wells Fargo Securities (or their respective affiliates), referred to in such capacities as the forward purchasers. In connection with such forward sale agreements, the forward purchasers (or their respective affiliates) are expected to borrow from third parties and to sell to the underwriters an aggregate of 5,250,000 shares of the Company's common stock (or 6,037,500 shares if the underwriters' option is exercised in full).

Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, the Company is obligated to issue and deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than approximately 18 months from the date of the prospectus supplement relating to the offering, the number of shares of the Company's common stock underlying the forward sale agreements in exchange for a cash payment per share equal to the forward sale price under the forward sale agreements. The Company expects to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of its shares of common stock upon one or more such physical settlements within approximately 18 months from the date of the prospectus supplement relating to the offering.

A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended (the "Securities Act"). The offering is being made by means of a prospectus supplement and related base prospectus. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about W. P. Carey Inc. and the offering.

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