On September 21, 2023, W. P. Carey (NYSE: WPC) announced it intended to spin off a portfolio of 59 office properties (the “Office Properties”) into a separate publicly traded REIT (the “Separation”) 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 a publicly traded REIT that trades on the NYSE under the symbol “NLOP”. Its portfolio is comprised of 59 high-quality office properties, totaling approximately 8.7 million leasable square feet and generating approximately $145 million in annualized base rent, as of September 30, 2023. Net Lease Office Properties is externally managed and advised by W. P. Carey to successfully execute on its business strategy.
Net Lease Office Properties was formed primarily to manage and opportunistically monetize the Office Properties after the Distribution. The Separation of Net Lease Office Properties from W. P. Carey and the Distribution of Net Lease Office Properties common shares enables Net Lease Office Properties and W. P. Carey to focus on their respective operations. Net Lease Office Properties and W. P. Carey expect that the Separation and the Distribution will result in the enhanced long-term performance of each business.
Net Lease Office Properties common shares are listed on the NYSE under the symbol “NLOP.”
Net Lease Office Properties intends to pay dividends to shareholders to satisfy the requirements to qualify as a REIT. Net Lease Office Properties expects to pay distributions to its shareholders from its operating cashflow and disposition proceeds, after first repaying the financing obligations associated with the Spin-Off.
The Spin-Off occurred on November 1, 2023.
Net Lease Office Properties common shares were distributed by W. P. Carey on November 1, 2023, to holders of record of W. P. Carey common stock at the close of business on the record date.
The record date for the Distribution is October 19, 2023.
W. P. Carey distributed one Net Lease Office Properties common share for every 15 shares of W. P. Carey common stock held at the close of business on the record date.
If you owned shares of W. P. Carey common stock as of the close of business on the record date, Computershare, as the distribution agent, distributed Net Lease Office Properties common shares and recorded your shares in book-entry form or distributed to your brokerage firm on your behalf. W. P. Carey stockholders received 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 were 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. For registered stockholders, Computershare will distribute to you any cash in lieu of fractional shares you are entitled to receive and for shares held in street name, you will automatically receive cash in lieu of fractional shares in your account following the settlement of any necessary sales by your custodian or broker.
No fractional shares of Net Lease Office Properties were 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.
The tax basis of a W. P. Carey stockholder in Net Lease Office Properties common shares received by such holder in the Distribution will generally equal the fair market value of such shares on the Distribution Date.
The fair market value of Net Lease Office Properties common shares distributed in the Spin-Off was determined to be $11.44 per common share, which was calculated using the three-day volume weighted average price (VWAP) after issuance.
No stockholder approval of the Spin-Off was required.
The Distribution did not affect the number of outstanding shares of W. P. Carey common stock or any rights of W. P. Carey stockholders.
The distribution agent for the Net Lease Office Properties common shares is Computershare.
The transfer agent for the Net Lease Office Properties common shares is Computershare.
Institutional Investor Relations
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InstitutionalIR@nloproperties.com
Individual Investor Relations
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Property Inquiry
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