On September 21, 2023, W. P. Carey (NYSE: WPC) announced it intends to spin off a portfolio of 59 office properties into a separate publicly traded REIT called Net Lease Office Properties (the “Spin-Off”) by way of a pro rata special dividend of common shares of Net Lease Office Properties to W. P. Carey common stockholders of record as of the close of business on the record date for the distribution (the “Distribution”).
Net Lease Office Properties is anticipated to be a publicly traded REIT that trades on the NYSE under the symbol “NLOP.” Its portfolio is expected to be comprised of 59 high-quality office properties, totaling approximately 9.2 million leasable square feet and generating more than $141 million in annualized base rent, as of June 30, 2023. As a separate company, Net Lease Office Properties will pursue its own business strategy focused on realizing value for its shareholders primarily through the strategic asset management and disposition of its assets over time. Given W. P. Carey’s extensive knowledge of the portfolio, Net Lease Office Properties is expected to be externally managed and advised by wholly owned affiliates of W. P. Carey to successfully execute on its business strategy.
The Spin-Off is expected to occur on or about November 1, 2023, subject to certain closing conditions.
No stockholder approval of the Distribution is required. Stockholders of W. P. Carey as of the record date do not need to pay any consideration, exchange or surrender existing shares of W. P. Carey common stock or take any other action to receive Net Lease Office Properties common shares in the Distribution. The Distribution will not affect the number of outstanding shares of W. P. Carey common stock or any rights of W. P. Carey stockholders, although it may affect the market value of each outstanding share of W. P. Carey common stock.
Net Lease Office Properties common shares will be distributed to W. P. Carey stockholders of record as of the close of business on the record date on a pro rata basis.
If you own shares of W. P. Carey common stock as of the close of business on the record date, Computershare, as the distribution agent, will distribute Net Lease Office Properties common shares and record your shares in book-entry form or distribute to your brokerage firm on your behalf. W. P. Carey stockholders will receive Net Lease Office Properties common shares through the same channels that they use to hold or trade shares of W. P. Carey common stock, whether through a brokerage account, directly by W. P. Carey’s transfer agent, Computershare, in a 401(k) plan or other channels. No fractional shares of Net Lease Office Properties will be issued in the Distribution. W. P. Carey stockholders will receive cash in lieu of any fractional Net Lease Office Properties common shares that such holders would have otherwise received as a result of the Distribution.
The distribution of Net Lease Office Properties common shares in the Spin-Off is intended to be a taxable distribution to W. P. Carey stockholders for U.S. federal income tax purposes.
Net Lease Office Properties intends to pay dividends to shareholders to satisfy the requirements to qualify as a REIT. We expect Net Lease Office Properties to pay distributions to its shareholders from its operating cashflow and disposition proceeds, after first repaying the financing obligations associated with the Spin-Off.
Net Lease Office Properties expects its common shares to be listed on the NYSE under the symbol “NLOP.”
An Information Statement will be distributed to all W. P. Carey stockholders of record as of the close of business on the record date for the Distribution. Net Lease Office Properties’ SEC filings are available through EDGAR at www.sec.gov.A presentation is available in the Investor Relations section of W. P. Carey’s website at wpcarey.com or by following the link below:
Investor Presentation