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WPC > SEC Filings for WPC > Form 8-K on 22-Oct-2012All Recent SEC Filings

Show all filings for W. P. CAREY INC.

Form 8-K for W. P. CAREY INC.


22-Oct-2012

Entry into a Material Definitive Agreement, Other Events, Financial Statements a


Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 8.01 of this Current Report on Form 8-K (this "Report") with respect to the Purchase Agreement (as hereinafter defined) is incorporated by reference into this Item 1.01 of this Report.



Item 8.01. Other Events.

As previously announced, on July 23, 2012, W. P. Carey Inc. (the "Registrant") entered into a Share Purchase Agreement (the "Share Purchase Agreement") with the Estate of William Polk Carey (the "Estate") and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate (together with the Estate, the "Shareholders"). Pursuant to the Share Purchase Agreement, the Shareholders exercised their Second Sale Option (as defined in the Share Purchase Agreement) on October 1, 2012, and as a result, on October 9, 2012 the Registrant purchased 410,964 shares of the Registrant's common stock, par value $0.001 per share ("W. P. Carey Common Stock"), from the Shareholders for a purchase price of $20,000,000. As previously announced, the Shareholders had exercised their First Sale Option (as defined in the Share Purchase Agreement) on July 27, 2012, and pursuant thereto the Registrant purchased 561,418 shares of W. P. Carey Common Stock from the Shareholders on August 2, 2012 for a purchase price of $25,000,000.

On October 19, 2012, the Registrant entered into a common stock purchase agreement (the "Purchase Agreement") with an institutional investor relating to the issuance and sale of 937,500 shares of W. P. Carey Common Stock (the "Shares") for an aggregate purchase price of $45,000,000. There were no placement agents or underwriters used in connection with this transaction. The Shares were offered and sold pursuant to a prospectus supplement dated October 19, 2012 and an accompanying base prospectus dated October 19, 2012, under the Registrant's shelf registration statement on Form S-3 (File No. 333-174852).

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

        Exhibit
          No.     Description

         5.1*     Opinion of DLA Piper LLP (US)

        10.1*     Common Stock Purchase Agreement dated October 19, 2012.

        23.1      Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

* Filed herewith.


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