W. P. Carey Inc美股招股说明书(2025-05-01版)

Common Stock W. P. Carey Inc. has entered into an equity sales agreement (the “Sales Agreement”) with Wells Fargo Securities, LLC, Barclays Capital Inc., BBVA SecuritiesInc., 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 (asdefined below) relating to shares of our common stock, par value $0.001 per share, offered by this prospectus supplement and the accompanying prospectus pursuant toa continuous offering program. In accordance with the terms of the Sales Agreement, an aggregate gross sales price of up to $1,250,000,000 shares of our common stockmay be offered and sold from time to time through the Agents, as our sales agents or as Forward Sellers (as defined below), or directly to the Agents as principal. Ourcommon stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “WPC.” The last reported sale price of our common stock on the NYSE onApril 30, 2025, was $62.44 per share. Sales of shares of our common stock, if any, pursuant to this prospectus supplement and the accompanying prospectus will be made by means of ordinary brokers’transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices (includingblock transactions), or as otherwise agreed to with the applicable Agent. Accordingly, an indeterminate number of shares of our common stock may be sold, up to thenumber of shares that will result in a gross sales price of up to $1,250,000,000. The Sales Agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock through or to the Agents, we may enter into oneor more separate forward sale agreements, each pursuant to a master forward confirmation and the related supplemental confirmation (each, a “forward sale agreement”and, collectively, the “forward sale agreements”), with 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, NationalAssociation, Mizuho Markets Americas LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Royal Bank of Canada and The Bank of Nova Scotia orone of their respective affiliates (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”). If we enter into a forward sale agreementwith any Forward Purchaser, we expect that such Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through the relevant Agent, asForward Seller, shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We refer to an Agent, (including NomuraSecurities International, Inc. (acting through BTIG, LLC as agent)), when acting as agent for the relevant Forward Purchaser, as, individually, a “Forward Seller” and,collectively, the “Forward Sellers.” Each Forward Purchaser will be either an Agent or an affiliate of an Agent, and unless otherwise expressly stated or the contextotherwise requires, references herein to the “related” or “relevant” Forward Purchaser mean, with respect to any Agent, the affiliate of such Agent that is acting asForward Purchaser or, if applicable, such Agent acting in its capacity as Forward Purchaser. Only Agents that are, or are affiliated with, Forward Purchasers will act asForward Sellers. We will not initially receive any proceeds from any sale of shares of our common stock borrowed by a Forward Purchaser or its affiliate and soldthrough the related Agent, as Forward Seller.We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of sharesspecified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our solediscretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in thecase of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of ourcommon stock (in the case of net share settlement) to the relevant Forward Purchaser. See “Plan of Di