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W. P. Carey Inc美股招股说明书(2026-06-30版)

2026-06-30 美股招股说明书 曾阿牛
报告封面

5.200% Senior Notes due 2036 Interest payable on March 15 and September 15 W. P. Carey Inc. (“W. P. Carey”) is offering $350,000,000 aggregate principal amount of its 5.200% Senior Notes due 2036(the “notes”). We will pay interest semiannually in arrears on March15 and September15 of each year, beginning on March 15,2027. The notes will mature on September 15, 2036. However, we may, at our option, redeem the notes, in whole at any time orin part from time to time at the applicable redemption price described in this prospectus supplement under the caption“Description of the Notes — Optional Redemption.” The notes will be our senior unsecured obligations and will rank equally inright of payment with all of our other senior unsecured indebtedness from time to time outstanding. The notes will not beentitled to the benefits of, or be subject to, any sinking fund. The notes will be a new issue of securities with no established trading market. We do not intend to apply for listing of thenotes on any securities exchange or for quotation of the notes on any automated dealer quotation system. Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully read the informationunder the caption “Risk Factors” beginning on pageS-6of this prospectus supplement and in ourAnnual Report on Form 10-K forthe year ended December31, 2025 (filed with the Securities and Exchange Commission (the “SEC”) on February11, 2026), as well asadditional information and risks that we disclose in reports that we subsequently file, in each instance, with the SEC pursuant to theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), which are, or are deemed to be, incorporated by reference in thisprospectus supplement and the accompanying prospectus. Neither the SEC nor any state or other securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. PublicofferingpriceUnderwritingdiscountProceeds,beforeexpenses, to usPer note99.0150.65098.365Total$346,552,500$2,275,000$344,277,500%%% (1)Plus accrued interest, if any, from July2, 2026, if settlement occurs after that date. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository TrustCompany for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or aboutJuly2, 2026, which is the third business day following the date of pricing, June 29, 2026 (the “Pricing Date”) (such settlementcycle being referred to as “T+3”). Scotiabank Table of Contents PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-6USE OF PROCEEDSS-10DESCRIPTION OF THE NOTESS-11UNDERWRITING (CONFLICTS OF INTEREST)S-22LEGAL MATTERSS-26EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-28 PROSPECTUSABOUT THIS PROSPECTUS1FORWARD LOOKING STATEMENTS2THE REGISTRANTS3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS11DESCRIPTION OF DEPOSITARY SHARES14DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS15DESCRIPTION OF WARRANTS16DESCRIPTION OF COMPANY DEBT SECURITIES17DESCRIPTION OF WPC FINANCE DEBT SECURITIES AND THE GUARANTEE30MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO HOLDERS OFOUR COMMON STOCK47MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO HOLDERS OFOUR DEBT SECURITIES67PLAN OF DISTRIBUTION73WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE75EXPERTS76SELLING SECURITYHOLDERS76LEGAL MATTERS76 You should rely only on the information contained in, or incorporated or deemed to be incorporated byreference in, this prospectus supplement and the accompanying prospectus, and in any free writing prospectusprepared by us or on our behalf. Neither we nor the underwriters have authorized anyone to provide you withdifferent or additional information. If anyone provides you with different or additional information, you shouldnot rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. You should not assume that the information contained in, orincorporated or deemed to be incorporated by reference in, this prospectus supplement and the accompanyingprospectus, or in any free writing prospectus prepared by us, is accurate as of any date other than the respectivedates of such documents or such other dates as may be specified herein or therein. Our business, financialcondition, liquidity, creditworthiness, results of operations, funds from operations (“FFO”), adjusted fundsfrom operations (“AFFO”) and prospects may have changed since those respective dates. ABOUT THIS PROSPECTUS SUPPLEMENT