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Section 1: 8-K (8-K)

 

 

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 29, 2018

 

 

W. P. Carey Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-13779

 

45-4549771

(Commission File Number)

 

(IRS Employer Identification No.)

 

50 Rockefeller Plaza, New York, NY

 

10020

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 492-1100

 

 

(Former Name or Former Address, if Changed Since Last Report)

 


 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  o

 

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.  o

 

 

 


 

Item 5.07              Submission of Matters to a Vote of Security Holders

 

As previously announced, on June 17, 2018, W. P. Carey Inc. (“W. P. Carey” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with  Corporate Property Associates 17 — Global Incorporated (“CPA:17”), CPA17 Merger Sub LLC, an indirect subsidiary of W. P. Carey (“Merger Sub”), and, for the limited purposes set forth therein, Carey Asset Management Corp., W. P. Carey & Co. B.V. and W. P. Carey Holdings, LLC, each an indirect subsidiary of W. P. Carey, and CPA: 17 Limited Partnership, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, CPA:17 will merge with and into Merger Sub, with Merger Sub surviving the merger as an indirect wholly-owned subsidiary of W. P. Carey (the “Merger”)

 

On October 29, 2018, at a special stockholder meeting (the “Special Meeting”), the stockholders of W. P. Carey approved the issuance of its common stock pursuant to the Merger Agreement.  The Merger and certain related actions were approved by the stockholders of CPA:17 at a separate meeting of its stockholders held on the same date.

 

As of August 24, 2018, the record date for the Special Meeting, there were 107,214,394 shares of W. P. Carey common stock, $0.001 par value per share (“W. P. Carey Common Stock”) outstanding and entitled to vote at the Special Meeting.  Set forth below are the final voting results from the Special Meeting:

 

1.     To consider and vote upon a proposal to approve the issuance of validly issued, fully paid and non-assessable shares of W. P. Carey Common Stock (the “Stock Issuance”), under Rule 312.03 of the NYSE Listed Company Manual in connection with the consummation of the Merger.

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

65,789,973

 

488,943

 

803,595

 

 

The adoption of the Stock Issuance was approved.

 

2.     To consider and vote upon any adjournments or postponements of the Special Meeting, including, without limitation, a motion to adjourn the special meeting to another time for the purpose of soliciting additional proxies to approve the proposal above (the “Adjournment Proposal”).

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

55,058,809

 

4,642,341

 

6,212,214

 

 

The Adjournment Proposal was approved.

 

The Company currently expects the Merger to become effective at 12:01a.m. on October 31, 2018.

 

Item 7.01              Regulation FD Disclosure.

 

On October 29, 2018, W. P. Carey issued a press release announcing the results of the Special Meeting.  The foregoing description is qualified in its entirety by reference to the press release, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information furnished pursuant to this “Item 7.01 Regulation FD Disclosure,” 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 W.P. Carey’s filings under the Securities Act of 1933, as amended (the “Securities Act”).

 

Item 9.01    Financial Statements and Exhibits

 

(d) Exhibits

 

2


 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated October 29, 2018, issued by W. P. Carey Inc.

 

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 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,” “will continue,” “will likely result,” “believe,” “project,” “expect,” “anticipate,” “intend,” “estimate” and other comparable terms. These forward-looking statements include, but are not limited to, statements regarding statements regarding the anticipated timing of the closing of the Merger. These statements are based on the current expectations of our management. 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 these forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on our business, financial condition, liquidity, results of operations, and prospects. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors that could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including, but not limited to those described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 23, 2018; and in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, as filed with SEC on August 3, 2018. These risks, as well as other risks associated with the Merger, are more fully discussed in the Joint Proxy Statement/Prospectus that is included in the Registration Statement on Form S-4 that W. P. Carey and CPA:17 filed with the SEC in connection with the Merger on July 27, 2018, as amended. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this presentation, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.

 

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SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

October 29, 2018

 

 

W. P. Carey Inc.

 

 

 

 

By:

/s/ ToniAnn Sanzone

 

 

ToniAnn Sanzone

 

 

Chief Financial Officer

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

Institutional Investors:

Peter Sands
212-492-1110
institutionalir@wpcarey.com

 

Individual Investors:

W. P. Carey Inc. 
212-492-8920
ir@wpcarey.com

 

Press Contacts:
Guy Lawrence

Ross & Lawrence

212-308-3333

gblawrence@rosslawpr.com

 

Anna McGrath

W. P. Carey Inc.

212-492-1166

amcgrath@wpcarey.com

 

W. P. Carey Announces Stockholder Approval of Merger with CPA®:17

 

New York, NY — October 29, 2018 — W. P. Carey Inc. (NYSE: WPC), a net lease real estate investment trust, announced today that its proposed merger with one of its managed funds, Corporate Property Associates 17 — Global Incorporated (“CPA:17”), and related transactions were approved by its stockholders and the stockholders of CPA:17. The transaction is expected to close at 12:01a.m. on October 31, 2018.

 

W. P. Carey Inc.

 

Celebrating its 45th anniversary, W. P. Carey ranks among the largest diversified net lease REITs with a pre-merger enterprise value of over $11 billion and a portfolio of operationally-critical commercial real estate totaling 878 properties covering approximately 87 million square feet. For over four decades the Company has invested in high-quality single-tenant industrial, warehouse, office and retail properties subject to long-term leases with built-in rent escalators. Its portfolio is located primarily in the U.S. and Northern and Western Europe and is well-diversified by tenant, property type, geographic location and tenant industry.
www.wpcarey.com

 

Cautionary Statement Concerning Forward-Looking Statements

 

Certain of the matters discussed in this press release 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 anticipated timing of the closing of the merger. These statements are based on the current expectations of our management and are subject to change. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of W. P. Carey. Discussions of some of these other important factors and assumptions are contained in W. P. Carey’s filings with the Securities and Exchange Commission (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 year ended December 31, 2017 and in Part II, Item 1A. Risk Factors in W. P. Carey’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release, 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.

 


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