Item 1.01. Entry into a Material Definitive Agreement.
On
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 5,175,000 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
The Offering closed on
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 fund potential
future investments (including acquisitions and development and redevelopment
activities), to repay certain indebtedness, including amounts outstanding under
its
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, as well as certain customary indemnification provisions with respect to the Company, the Underwriters, the Forward Purchasers and the Forward Sellers 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, 1.3, 1.4 and 1.5 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedAugust 9, 2021 , by and amongW. P. Carey Inc. ,J.P. Morgan Securities LLC andBarclays Capital Inc. 1.2 Forward Confirmation, datedAugust 9, 2021 , by and amongW. P. Carey Inc. andJ.P. Morgan Chase Bank, National Association 1.3 Forward Confirmation, datedAugust 9, 2021 , by and amongW. P. Carey Inc. and Barclays Bank PLC 1.4 Forward Confirmation, datedAugust 11, 2021 , by and amongW. P. Carey Inc. andJ.P. Morgan Chase Bank, National Association 1.5 Forward Confirmation, datedAugust 11, 2021 , by and amongW. P. Carey Inc. and Barclays Bank PLC 5.1 Opinion ofDLA Piper LLP (US) regarding the legality of the shares of Common Stock being issued. 23.1 Consent ofDLA Piper LLP (US) (contained in Exhibit 5.1). 99.1 Launch Press Release datedAugust 9, 2021 , issued byW. P. Carey Inc. 99.2 Pricing Press Release datedAugust 9, 2021 , issued byW. P. Carey Inc. 99.3 Closing Press Release datedAugust 12, 2021 , issued byW. P. Carey Inc. 104 Cover Page Interactive Data File (embedded within the XBRL document)
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