Form 8-K

8-K — W. P. Carey Inc.

Accession: 0001104659-26-079341

Filed: 2026-06-30

Period: 2026-06-29

CIK: 0001025378

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619376d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2619376d1_ex1-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2619376d1_ex99-1.htm)

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GRAPHIC (tm2619376d1_ex99-1img001.jpg)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2619376d1_8k.htm · Sequence: 1

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0001025378

2026-06-29

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of report (Date of earliest event reported):

June 29, 2026

W. P. Carey Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-13779

45-4549771

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Manhattan West, 395 9th Avenue,

58th Floor

New York, New York

10001

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (212) 492-1100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

WPC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01.

Entry into a Material Definitive Agreement.

On June 29, 2026, W. P. Carey Inc. (the “Company”)

entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, RBC Capital

Markets, LLC and U.S. Bancorp Investments, Inc. as representatives of the several underwriters listed in Schedule 1 to the Underwriting

Agreement (collectively, the “Underwriters”), in connection with the public offering (the “Offering”)

of $350 million aggregate principal amount of 5.200% Senior Notes due 2036 (the “Senior Notes”), issued by the Company.

The Offering is expected to settle on July 2, 2026, subject to customary closing conditions. The Offering is being made pursuant to (i)

the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-286885) filed with the Securities and Exchange

Commission on May 1, 2025 and (ii) a final prospectus supplement relating to the Senior Notes, dated as of June 29, 2026.

The Company intends to use the net proceeds from this Offering to repay

the $350 million in aggregate principal amount outstanding of its 4.250% Senior Notes due October 2026 and for other general corporate

purposes, including to fund potential future investments and to repay certain other indebtedness, including amounts outstanding under

its $2.0 billion unsecured revolving credit facility.

The Underwriting Agreement contains customary representations, warranties

and covenants of the Company, as well as certain customary indemnification provisions with respect to the Company and the Underwriters

relating to certain losses or damages arising out of or in connection with the consummation of the Offering.

The foregoing description of the Underwriting Agreement does not purport

to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to

this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01.

Other Events.

On June 29, 2026, the Company issued a press release relating to the

pricing of the Senior Notes (the “Press Release”). The foregoing description is qualified in its entirety by reference

to the Press Release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

1.1

Underwriting

Agreement dated June 29, 2026, by and among W. P. Carey Inc. and Wells Fargo Securities, LLC, RBC Capital Markets, LLC and U.S.

Bancorp Investments, Inc. as representatives of the several underwriters listed in Schedule 1 thereto.

99.1

Pricing

Press Release dated June 29, 2026, issued by W. P. Carey Inc.

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

June 30, 2026

W. P. Carey Inc.

By:

/s/ ToniAnn Sanzone

ToniAnn Sanzone

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2619376d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

W. P. CAREY INC.

$350,000,000

5.200% Senior Notes due 2036

Underwriting Agreement

June 29,

2026

Wells Fargo Securities, LLC

RBC Capital Markets, LLC

U.S. Bancorp Investments, Inc.

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, North Carolina 28202

c/o RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, New York 10281

c/o U.S. Bancorp Investments, Inc.

214 North Tryon St., 26th Floor

Charlotte, North Carolina 28202

Ladies and Gentlemen:

W. P. Carey Inc., a Maryland

corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto

(the “Underwriters”), for whom you are acting as representatives (together, the “Representatives”),

$350,000,000 principal amount of its 5.200% Senior Notes due 2036

(the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of March 14, 2014 (the “Base

Indenture”), among the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National

Association, as trustee (the “Trustee”), as amended by the Fourteenth Supplemental Indenture thereto, to be dated as

of the Closing Date (as defined below) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),

among the Company and the Trustee.

The Company hereby confirms

its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1.              Registration

Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under

the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities

Act”), an automatic shelf registration statement on Form S-3 (File No. 333-286885), including a prospectus (the “Base

Prospectus”), relating to the public offering and sale of the Company’s securities, including the Securities. Such registration

statement, in the form in which it became effective under the Securities Act, including the information, if any, deemed pursuant to Rule 430A,

430B or 430C under the Securities Act to be part of the registration statement as of such time of

effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”;

the term “Preliminary Prospectus” means the preliminary prospectus supplement dated June 29,

2026 relating to the Securities, together with the Base Prospectus; and the term “Prospectus” means the Base Prospectus

and the prospectus supplement relating to the Securities in the form first used by the Underwriters (or made available upon request of

purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference

in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to

refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act

as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be;

and any reference to “amend,” “amendment” or “supplement” with respect to the

Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after

such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively,

the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined

herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to 2:20

p.m., New York City time on June 29, 2026, which is the time when sales of the Securities were first made (the “Time of

Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”):

the Preliminary Prospectus and each “free writing prospectus” (as defined in Rule 405 under the Securities Act)

listed in Annex A hereto.

2.              Purchase

of the Securities by the Underwriters.

(a)            The

Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the

basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally

and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s

name in Schedule 1 hereto at a price equal to 98.365% of the principal amount of the

Securities. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased

as provided herein.

(b)            The

Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement

as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale

Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an

Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

for and delivery of the Securities will be made at the offices of Sidley Austin llp, 787

Seventh Avenue, New York, New York at 10:00 a.m., New York City time, on July 2, 2026,

or at such other time or place on the same or such other date, not later than the third business day thereafter (subject to Section 10

herein), as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred

to herein as the “Closing Date.”

(d)            Payment

for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the

Representatives against delivery to the nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf

of DTC, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global

Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note

will be made available for inspection by the Representatives not later than 1:00 p.m., New York City time, on the business day prior

to the Closing Date.

(e)            The

Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty

to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms

of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither

the Representatives nor any other Underwriter are advising the Company or any other person as to any legal, tax, investment, accounting

or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible

for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor

any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives

or any other Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed

solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other person.

3.              Representations

and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a)            Preliminary

Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary

Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and, as of its date, did not contain

any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes

no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating

to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary

Prospectus.

(b)            Time

of Sale Information. The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements

or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing

by such Underwriter through the Representatives expressly for use in the Registration Statement, the Time of Sale Information or the Prospectus.

No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material

fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such)

has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any

“written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or

solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a

communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”)

other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134

under the Securities Act, (ii) any Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed in Annex A

hereto as constituting part of the Time of Sale Information and (v) any electronic road show or other written communications, if

any, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material

respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the

Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior

to delivery of, such Issuer Free Writing Prospectus, did not, at the Time of Sale, and at the Closing Date, will not, contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements

or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

(d)            Registration

Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement,” as defined under

Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof, and

the Company is eligible to use the Registration Statement as an automatic shelf registration statement to register the offer and sale

of the Securities; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment

thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness

of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the

Securities Act against the Company or related to the offering of the Securities has been initiated or threatened by the Commission; as

of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will

comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations

of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading; no order

preventing or suspending the use of the Prospectus has been issued by the Commission; and as of the date of the Prospectus, the date of

any amendment or supplement thereto, and the Closing Date, the Prospectus will not contain any untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect

to (i) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) of the Trustee under

the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to

any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration

Statement and the Prospectus, and any amendment or supplement thereto.

(e)            Incorporated

Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information,

when they were filed with the Commission or amended, conformed in all material respects to the requirements of the Exchange Act, and none

of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information,

or any amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the

requirements of the Exchange Act, and will not contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading.

(f)             Financial

Statements. The financial statements and the related notes thereto included or incorporated by reference in each of the Registration

Statement, the Time of Sale Information and the Prospectus, and any amendment or supplement thereto, comply in all material respects with

the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the

consolidated financial position of the Company and its subsidiaries as of the dates indicated and their consolidated results of operations

and their consolidated changes in cash flows for the periods specified; such financial statements have been prepared in conformity with

U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered

thereby, and the supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and

the Time of Sale Information, and any amendment or supplement thereto, present fairly in all material respects the information required

to be stated therein; the other financial information included or incorporated by reference in each of the Registration Statement, the

Time of Sale Information and the Prospectus, and any amendment or supplement thereto, has been derived from the accounting records of

the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; the pro forma

financial information and the related notes thereto, if any, included or incorporated by reference in each of the Registration Statement,

the Time of Sale Information and the Prospectus, and any amendment or supplement thereto, have been prepared in accordance with the applicable

requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information

are reasonable and are set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus; and no historical

or pro forma financial statements are required to be included in the Registration Statement, the Time of Sale Information or the Prospectus

under the Securities Act or the Exchange Act that have not been included therein. The interactive data in eXtensbile Business Reporting

Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, and any

amendment or supplement thereto, fairly presents the information called for in all material respects and is prepared in accordance with

the Commission’s rules and guidelines applicable thereto.

(g)            No

Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference

in each of the Registration Statement, the Time of Sale Information and the Prospectus: (i) there has not been any change in the

capital stock (other than the issuance of shares of common stock, $0.001 par value per share, of the Company relating to awards under

the Company’s equity incentive or benefit plans (collectively, the “Equity Incentive Plans”), provided that the

descriptions of such Equity Incentive Plans have been disclosed or incorporated by reference in the Registration Statement, the Time of

Sale Information and the Prospectus) or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any

kind declared, set aside for payment, paid or made by the Company on any class of its capital stock, or any material adverse change, or

any development involving a prospective material adverse change, in or affecting the business, properties, rights, assets, management,

financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) except as otherwise

disclosed or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, neither

the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries

taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken

as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business

from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action,

order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed or incorporated

by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(h)            Organization

and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing

under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction

in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and

have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged,

except where the failure to be so qualified, be in good standing or have such power or authority would not, individually or in the aggregate,

have a material adverse effect on the business, properties, assets, management, financial position, results of operations or prospects

of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under the Transaction Documents

to which it is a part (a “Material Adverse Effect”). References to the “Transaction Documents” in this

Agreement shall be deemed to refer to and include this Agreement, the Indenture and the Securities.

(i)             Capitalization.

If the Registration Statement, the Time of Sale Information and the Prospectus have a section captioned “Capitalization,”

the Company has the authorized capitalization as set forth therein (except for subsequent issuances, if any, pursuant to this Agreement

and pursuant to reservations, agreements or the Equity Incentive Plans disclosed or incorporated by reference in the Registration Statement,

the Time of Sale Information and the Prospectus). All the outstanding shares of capital stock or other equity interests of each subsidiary

of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign

subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Time of Sale Information

and the Prospectus) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest,

restriction on voting or transfer or any other claim of any third party, and none of such shares of capital stock or other equity interests

were issued in violation of preemptive or similar rights, except in each case as may otherwise be specifically disclosed or incorporated

by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(j)             Due

Authorization. The Company has the full right, power and authority to execute and deliver the Transaction Documents and to perform

its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery

of each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly

taken.

(k)            The

Indenture. The Indenture has been duly authorized by the Company and upon effectiveness of the Registration Statement was duly qualified

under the Trust Indenture Act and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will

constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as

enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement

of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability

Exceptions”).

(l)             The

Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as

provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and

legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability

Exceptions, and will be entitled to the benefits of the Indenture.

(m)           Underwriting

Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(n)            Descriptions

of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in

each of the Registration Statement, the Time of Sale Information and the Prospectus.

(o)            No

Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar

organizational documents, (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of

trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company

or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject or (iii) in

violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory

authority, except, in the case of clause (i) above, for subsidiaries that are not “significant subsidiaries” as defined

in Rule 1-02 of Regulation S-X, and clauses (ii) and (iii) above, for any such default or violation that would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p)            No

Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the

Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction

Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default

under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance

upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan

agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of

its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii) result

in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries

or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator

or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach,

violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

(q)            No

Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or

governmental or regulatory authority is required for the execution, delivery and performance by the Company of any of the Transaction

Documents, the issuance and sale of the Securities or the compliance by the Company with the terms thereof or the consummation of the

transactions contemplated by the Transaction Documents, except for the registration of the offer and sale of the Securities under the

Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders

and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution

of the Securities by the Underwriters.

(r)             Legal

Proceedings. Except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information

and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries

or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party, or to which

any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined

adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no Actions are threatened

or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there

are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Time of

Sale Information or the Prospectus that are not so described in the Registration Statement, the Time of Sale Information, the Prospectus

or any document incorporated by reference therein that are not so described as required and (ii) there are no contracts or other

documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration

Statement, the Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described

in the Registration Statement, the Time of Sale Information and the Prospectus or any document incorporated by reference therein.

(s)            Independent

Accountants. PricewaterhouseCoopers LLP, which has certified certain financial statements of the Company and its consolidated subsidiaries,

is an independent registered public accounting firm with respect to the Company and its consolidated subsidiaries within the applicable

rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required

by the Securities Act.

(t)            Title

to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights

to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its

subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that

(i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or

(ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, as disclosed or incorporated

by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(u)            No

Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on

the one hand, and the directors, officers, stockholders, or other affiliates of the Company or any of its subsidiaries, on the other,

that is required by the Securities Act to be described in each of the Registration Statement, the Time of Sale Information and the Prospectus

and that is not so described therein.

(v)            Investment

Company Act. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds

thereof as described in each of the Registration Statement, the Time of Sale Information and the Prospectus will not be, an “investment

company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission

thereunder (collectively, the “Investment Company Act”).

(w)           Taxes.

The Company and its subsidiaries have paid all material federal, state, local and foreign taxes and filed all material tax returns

required to be paid or filed through the date hereof (taking into account all permitted extensions); and except as otherwise disclosed

or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, there is no material

tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of

their respective properties or assets.

(x)             Licenses

and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and

have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that

are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described or

incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, and any amendment or

supplement thereto, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material

Adverse Effect; and except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information

and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such

license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or

authorization will not be renewed in the ordinary course.

(y)            Compliance

With Environmental Laws. (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federal,

state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety,

the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental

Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals

required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of

any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal

or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that

would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws

of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to

comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate,

have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement,

the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated,

against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than

such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the

Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations

under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected,

individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates

capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken

as a whole.

(z)             Compliance

with ERISA. Except in each case with respect to the events or conditions set forth in (i) through (viii) hereof as would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each employee benefit

plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

for which the Company or any member of its “Controlled Group” (defined as any organization that is a member of a controlled

group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”))

would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of

any applicable statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code; (ii) no prohibited

transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding

transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of

Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail,

to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable

to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of

ERISA) or “endangered status” or “critical status” (within the meaning of Section 305 of ERISA); (v) the

fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those

assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA),

other than such an event for which notification has been waived by regulation has occurred or is reasonably expected to occur; (vii) each

Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by

action or by failure to act, which would cause the loss of such qualification; and (viii) neither the Company nor any member of the

Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to

the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including

a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA).

(aa)          Disclosure

Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined

in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in

reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated

and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company

and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15

of the Exchange Act.

(bb)          Accounting

Controls. The Company, on a consolidated basis with its subsidiaries, maintains a system of “internal control over financial

reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act

and has been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons

performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with U.S. GAAP. The Company, on a consolidated basis with its subsidiaries, maintains

internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s

general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s

general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensbile Business Reporting

Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, and any

amendment or supplement thereto, is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except

as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses

or significant deficiencies in the Company’s internal control over financial reporting.

(cc)          Insurance.

The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including

business interruption insurance, which insurance is in amounts and insures against such losses and risks as are customary in the businesses

in which the Company and its subsidiaries are engaged; and neither the Company nor any of its subsidiaries has (i) received notice

from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order

to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and

when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its

business.

(dd)          No

Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of

its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the

Company or any of its subsidiaries has: (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense

relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect

unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned

or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of

the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any

provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the Organisation

for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions,

or committed an offence under the Bribery Act 2010 of the United Kingdom, as amended, or any other applicable anti-bribery or anti-corruption

laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including,

without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and

its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to

promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(ee)          Compliance

with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or

enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit

or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries

with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ff)            No

Conflicts with Sanctions Laws. (i) Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to

the knowledge of the Company, any agent, or affiliate or other person associated with or acting on behalf of the Company or any of its

subsidiaries is (A) currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including,

without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State

and including, without limitation, the designation as a “specially designated national” or “blocked person”),

the United Nations Security Council, the European Union, the United Kingdom (including His Majesty’s Treasury), or other relevant

sanctions authority (collectively, “Sanctions”) or (B) located, organized or resident in a country or territory

that is the subject or the target of Sanctions, including, without limitation, the Crimea region of Ukraine, Cuba, the so-called Donetsk

People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to

Executive Order 14065, Iran, North Korea, Sudan and Syria (with respect to Syria only until July 1, 2025) (each, a “Sanctioned

Country”); (ii) the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder,

or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (A) to

fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or

the target of Sanctions, (B) to fund or facilitate any activities of or business in any Sanctioned Country, or (C) in any other

manner that will result in a violation of Sanctions by any person (including any person participating in the transaction, whether as underwriter,

advisor, investor or otherwise); and (iii) since April 24, 2019, the Company and its subsidiaries have not knowingly engaged

in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person that at the time

of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(gg)          No

Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or

other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on

such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary

from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the

Company, except where such prohibition would not, individually or in the aggregate, have a Material Adverse Effect.

(hh)          No

Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any

person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission,

finder’s fee or like payment in connection with the offering and sale of the Securities.

(ii)            No

Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale

under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

(jj)            No

Stabilization. The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause

or result in any stabilization or manipulation of the price of the Securities.

(kk)           Statistical

and Market Data. Nothing has come to the attention of the Company or its subsidiaries that has caused the Company or any of its subsidiaries

to believe that the statistical and market-related data included or incorporated by reference in each of the Registration Statement, the

Time of Sale Information and the Prospectus, or any amendment or supplement thereto, is not based on or derived from sources that are

reliable and accurate in all material respects.

(ll)            Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities

as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations

promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302

and 906 related to certifications.

(mm)        Status

under the Securities Act. The Company is not an ineligible issuer and the Company is a well-known seasoned issuer, in each case as

defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.

(nn)          REIT

Qualification. Commencing with its taxable year ended December 31, 2012, the Company has been, and upon the sale of the Securities,

the Company will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real estate

investment trust (a “REIT”) under the Code, and the Company’s present and proposed method of operation as described

in the Registration Statement, the Time of Sale Information and the Prospectus will enable the Company to continue to meet the requirements

for qualification and taxation as a REIT under the Code.

(oo)          Cybersecurity.

(A) To the knowledge of the Company, there has been no material security breach or incident, unauthorized access or disclosure,

or other compromise of or relating to the Company’s, or its subsidiaries’, as applicable, information technology and computer

systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees,

suppliers, vendors and any third-party data maintained, processed or stored by the Company or its subsidiaries, as applicable, and any

such data processed or stored by third parties on behalf of the Company and its subsidiaries, as applicable), equipment or technology

(collectively, “IT Systems and Data”); (B) neither the Company nor its subsidiaries have been notified of, and

the Company and its subsidiaries have no knowledge of any event or condition that would result in, any material security breach or incident,

unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have

implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous

operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required

by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or

statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal

policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems

and Data from unauthorized use, access, misappropriation or modification.

4.              Further

Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a)            Required

Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and

Rule 430A, 430B or 430C under the Securities Act and will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet

referred to in Annex A hereto) to the extent required by, and within the time period specified in, Rule 433 under the Securities

Act; the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company

with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus

and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company

will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters

in New York City prior to 10:00 a.m., New York City time, on the second business day succeeding the date of this Agreement in such

quantities as the Representatives may reasonably request. The Company will pay the registration fees for the offering of the Securities

within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein)

and in any event prior to the Closing Date.

(b)            Delivery

of Copies. The Company will, at the request of any of the Representatives, deliver without charge: (i) to the Representatives,

two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and

consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy

of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith

and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and

supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may

reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time from, and including,

the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the

Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection

with sales of the Securities by any Underwriter or dealer.

or Supplements; Issuer Free Writing Prospectuses. Prior to the expiration of the Prospectus Delivery Period, before making, preparing,

using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement

to the Registration Statement, the Time of Sale Information or the Prospectus, the Company will furnish to the Representatives and counsel

for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not prepare, use,

authorize, approve, refer to or file any such Issuer Free Writing Prospectus, amendment or supplement to which the Representatives reasonably

object.

(d)            Notice

to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing: (i) when any

amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment

to the Prospectus or any Issuer Free Writing Prospectus has been filed or distributed; (iii) of any request by the Commission for

any amendment to the Registration Statement, or any amendment or supplement to the Prospectus or the receipt of any comments from the

Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of

the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the

use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to

Section 8A of the Securities Act; (v) of the occurrence of any event or the existence of a condition within the Prospectus Delivery

Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented

would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order

to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such

Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection

of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under

the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of

any of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

the Company will use its commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the

Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification

of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e)            Time

of Sale Information. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result

of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to

state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately

notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the

extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements

to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary

so that the statements in the Time of Sale Information as so amended or supplemented (including such documents to be incorporated by reference

therein) will not, in the light of the circumstances under which they were made, be misleading or so that the Time of Sale Information

will comply with law.

(f)             Ongoing

Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which

the Registration Statement or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or

omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the

circumstances existing when it is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Registration

Statement or the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and,

subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives

may designate, such amendments or supplements to the Registration Statement or the Prospectus (or any document to be filed with the Commission

and incorporated by reference therein) as may be necessary so that the statements in the Registration Statement or the Prospectus as so

amended or supplemented (including such documents to be incorporated by reference) will not, in light of the circumstances existing when

it is delivered to a purchaser, be misleading or so that the Registration Statement or the Prospectus will comply with law.

(g)            Blue

Sky Compliance. The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts

to cooperate in qualifying the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives

shall reasonably request and will use its commercially reasonable efforts to maintain such qualifications in effect so long as required

for distribution of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation

or other entity, or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file

any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if

it is not otherwise so subject.

(h)            Earnings

Statement. The Company will make generally available to its security holders and the Representatives (including, but not limited to,

via public filing with the Commission) as soon as reasonably practicable, an earnings statement that satisfies the provisions of Section 11(a) of

the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least 12 months beginning with the

first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration

Statement.

(i)             Clear

Market. During the period from the date hereof through and including the date that is one day after the Closing Date, the Company

will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities

issued or guaranteed by the Company and having a tenor of more than one year.

(j)             Use

of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement,

the Time of Sale Information and the Prospectus under the section “Use of proceeds.”

(k)            Clearance

and Settlement. The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement

through DTC.

(l)

No Stabilization. The Company will not take, directly or indirectly, any action designed

to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(m)            Record

Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing

Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(n)            REIT

Qualification. The Company will use its commercially reasonable efforts to continue to meet the requirements for qualification as

a REIT under the Code for each of its taxable years, for so long as the Board of Directors of the Company deems it in the best interests

of the Company to remain so qualified.

5.              Certain

Agreements of the Underwriters.    Each Underwriter, severally

and not jointly, hereby represents and agrees that:

(a)            It

has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to,

or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities

Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into

the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as

a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant

to Rule 433, (ii) any Issuer Free Writing Prospectus listed in Annex A or prepared pursuant to Section 3(c) or

Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter

and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred

to in Annex A hereto without the consent of the Company.

(b)            It

is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Securities (and

will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6.              Conditions

of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Securities on the Closing Date as provided

herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a)            Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding

for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before

or threatened by the Commission; no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued

by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities

Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance

with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the

reasonable satisfaction of the Representatives. The Company shall have paid the required Commission filing fees relating to the Securities

within the time period required by Rule 456(b)(1)(i) under the Securities Act (without regard to the proviso therein) and otherwise

in accordance with Rules 456(b) and 457(r) under the Securities Act and, if applicable, shall have updated the “Calculation

of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration

Statement or in the manner specified by Rule 424(g) under the Securities Act in a prospectus filed pursuant to Rule 424(b).

(b)            Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and

on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date.

Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no

downgrading or withdrawal shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued

or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as

such term is defined under Section 3(a)(62) under the Exchange Act; and (ii) no such organization shall have publicly announced

that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt

securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries, other than an announcement with positive

implications of a possible upgrading.

(d)            No

Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist,

which event or condition is not described in each of the Registration Statement, the Time of Sale Information and the Prospectus, in each

case, for the avoidance of doubt, excluding any amendment or supplement thereto, the effect of which in the judgment of the Representatives

makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner

contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e)            Officer’s

Certificate. The Representatives shall have received, on and as of the Closing Date, a certificate of an officer of the Company who

has specific knowledge of the Company’s financial matters and which is satisfactory to the Representatives (i) confirming that

such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge

of such officer, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct on and as of the Closing

Date; (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct on and

as of the Closing Date, and that the Company has complied with all agreements and satisfied all conditions on its part to be performed

or satisfied hereunder at or prior to the Closing Date; and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

(f)             Comfort

Letters and CFO Certificates. On the date of this Agreement and on the Closing Date, (i) PricewaterhouseCoopers LLP shall have

furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed

to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the

type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements

and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information,

the Prospectus, and any amendment or supplement thereto; provided that the letter delivered on the Closing Date shall use a “cut-off”

date no more than three business days prior to the Closing Date; and (ii) the Company shall have furnished to the Representatives

a certificate, dated the respective dates of delivery and addressed to the Representatives, of its chief financial officer with respect

to certain financial data contained in the Registration Statement, the Time of Sale Information and the Prospectus, and any amendment

or supplement thereto, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory

to the Representatives.

(g)            Opinion

and “Rule 10b-5 Statement” of Counsel for the Company. Hogan Lovells US LLP, counsel for the Company, shall have

furnished to the Representatives, at the request of the Company, its written opinion and a “Rule 10b-5 statement,” dated

the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect

set forth in Annex B hereto.

(h)            Opinion

and “Rule 10b-5 Statement” of Counsel for the Underwriters. The Representatives shall have received, on and as of

the Closing Date, an opinion and a “Rule 10b-5 statement” of Sidley Austin llp,

counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have

received such documents and information as it may reasonably request to enable it to pass upon such matters.

(i)             No

Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted

or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance

or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of

the Closing Date, prevent the issuance or sale of the Securities.

(j)             Good

Standing. The Representatives shall have received, on and as of the Closing Date, satisfactory evidence of the good standing of the

Company in its jurisdiction of organization and its good standing in such other jurisdictions as the Representatives may reasonably request,

in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

(k)            Clearance

and Settlement. The Securities shall be eligible for clearance and settlement through DTC.

(l)             Indenture

and Securities. The Base Indenture and the Supplemental Indenture shall have been duly executed and delivered by a duly authorized

officer of the Company and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of

the Company and duly authenticated by the Trustee.

(m)           Additional

Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and

documents as the Representatives may reasonably request.

All opinions, letters, certificates

and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they

are in form and substance reasonably satisfactory to counsel for the Underwriters.

7.              Indemnification

and Contribution.

(a)            Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and

each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other

expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint

or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereof, or caused

by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements

therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus,

any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto),

or any road show as defined in Rule 433 under the Securities Act, or caused by any omission or alleged omission to state therein

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission

or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished

to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(b)            Indemnification

of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and

officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,

but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission

or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished

to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment

thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any

Time of Sale Information (or any amendment or supplement thereto), it being understood and agreed that the only such information consists

of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the fourth paragraph and the third sentence

of the fifth paragraph under the caption “Underwriting (Conflicts of Interest).”

and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be

brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or

(b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification

may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person

shall not relieve it from any liability that it may have under paragraph (a) or (b) above, except to the extent that it

has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further,

that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise

than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person

and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the

Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent

the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate

in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related

to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the

fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Indemnifying Person and the

Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to

retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that

there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the

named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person

and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same

jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified

Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its

affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and

any such separate firm for the Company, its directors and officers who signed the Registration Statement and any control persons of the

Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding

effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying

Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified

Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement

of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt

by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance

with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person,

effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party

and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional

release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims

that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability

or a failure to act by or on behalf of any Indemnified Person.

(d)            Contribution.

If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu

of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided

by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative

benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other

in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant

equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed

to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the

Securities and the total underwriting discounts received by the Underwriters in connection therewith, in each case as set forth in the

table on the cover of the Prospectus, bear to the aggregate initial offering price of the Securities. The relative fault of the Company

on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged

untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the

Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or

prevent such statement or omission.

(e)            Limitation

on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7

were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other

method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount

paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above

shall be deemed to include, subject to the limitations set forth above, any reasonable and documented out-of-pocket legal or other expenses

incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7,

in no event shall an Underwriter be required to contribute any amount in excess of the underwriting discounts received by such Underwriter

with respect to the Securities underwritten by it and distributed to investors. No person guilty of fraudulent misrepresentation (within

the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of

such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion

to their respective purchase obligations hereunder and not joint.

(f)             Non-Exclusive

Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise

be available to any Indemnified Person at law or in equity.

8.              Effectiveness

of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9.              Termination.

This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and

delivery of this Agreement and on or prior to the Closing Date: (i) trading generally shall have been suspended or materially limited

on the New York Stock Exchange (the “NYSE”) or the over-the-counter market, or minimum or maximum prices for trading

have been fixed, or maximum ranges for prices have been required by, the NYSE or by order of the Commission, the Financial Industry Regulatory

Authority or any other governmental authority; (ii) trading of any securities issued or guaranteed by the Company shall have been

suspended or materially limited by the Commission or the NYSE or in any over-the-counter market; (iii) a general moratorium on commercial

banking activities shall have been declared by United States federal or New York State authorities; (iv) there shall have occurred

any outbreak or escalation of hostilities or any change in financial markets or any other calamity or crisis, either within or outside

the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to

proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time

of Sale Information and the Prospectus; or (v) a material disruption has occurred in commercial banking or securities settlement

or clearance services in the United States.

10.            Defaulting

Underwriter.

(a)            If,

on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the

non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company

on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters

do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to

procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become

obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone

the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel

for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus or in any other document

or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale

Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes,

for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant

to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

(b)            If,

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters by other persons satisfactory to the Company as provided in paragraph (a) above, the aggregate principal amount

of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then

the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter

agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that

such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements

have not been made.

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters by other persons satisfactory to the Company as provided in paragraph (a) above, the aggregate principal amount

of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company

shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the

part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability

on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11

hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d)            Nothing

contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter

for damages caused by its default.

11.            Payment

of Expenses.

(a)            Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause

to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the

costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection;

(ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary

Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and

supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents;

(iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in

connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of

such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including

the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed

$10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and

any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred

in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of

the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show”

presentation to potential investors.

(b)            If

(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities

for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this

Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and

expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12.            Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred

to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable

right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter

shall be deemed to be a successor merely by reason of such purchase.

13.            Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained

in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant

hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination

of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.

14.            Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”

has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day

other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary”

has the meaning set forth in Rule 405 under the Securities Act.

15.            Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 15:

“BHC Act Affiliate” has the

meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any

of the following:

(i)              a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)             a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)            a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

16.            Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law

October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients,

including the Company, which information may include the name and address of their respective clients, as well as other information that

will allow the Underwriters to properly identify their respective clients.

17.            Miscellaneous.

(a)            Authority

of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters,

and any such action taken by the Representatives shall be binding upon the Underwriters.

(b)            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives at Wells Fargo

Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com);

RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor New York, New York, 10281, Telephone: (212) 618-7706, Fax: (212)

428-6308, Attention: DCM Transaction Management/Scott Primrose, e-mail: TMGUS@rbccm.com; and U.S. Bancorp Investments, Inc., 214

N. Tryon St., 26th Floor, Charlotte, North Carolina 28202, Attention: Investment Grade Syndicate, Facsimile: (877) 774-3462. Notices to

the Company shall be given to it at One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001, Attention: Managing Director

of Strategy and Capital Markets, Email: mforesi@WPCAREY.com with a copy to the Chief Legal Officer, Email: legaldepartment@wpcarey.com,

Facsimile: (212) 492-8922.

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the laws of the State of New York without regard to conflicts of law provisions of such State other than New York General

Obligations Law 5-1401.

(d)            Submission

to Jurisdiction. The parties hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the

Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions

contemplated hereby. The parties waive any objection which any of them may now or hereafter have to the laying of venue of any such suit

or proceeding in such courts. Each party agrees that final judgment in any such suit, action or proceeding brought in such court shall

be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit

upon such judgment.

(e)             WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT.

(f)             Counterparts.

This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication),

each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered

via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions

Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(g)            Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

(h)            Headings.

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or

interpretation of, this Agreement.

[Signature page follows]

If the foregoing is in accordance

with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

W. P. CAREY INC.

By:

/s/ ToniAnn Sanzone

Name:

ToniAnn Sanzone

Title:

Chief Financial Officer

[Signature Page to Underwriting

Agreement]

Accepted

as of the date first above written

Wells Fargo Securities, LLC

By:

/s/ Carolyn Hurley

Name: Carolyn Hurley

Title: Managing Director

RBC Capital Markets, LLC

By:

/s/ Christopher Kenny

Name: Christopher Kenny

Title: Managing Director

U.S. Bancorp Investments, Inc.

By:

/s/ Charles P. Carpenter

Name: Charles P. Carpenter

Title: Senior Vice President

For themselves and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

[Signature Page to Underwriting

Agreement]

Schedule 1

Underwriter

Principal Amount of

Securities

Wells Fargo Securities, LLC

$ 63,000,000

RBC Capital Markets, LLC

61,250,000

U.S. Bancorp Investments, Inc.

61,250,000

BBVA Securities Inc.

54,250,000

SMBC Nikko Securities America, Inc.

42,000,000

PNC Capital Markets LLC

22,750,000

Regions Securities LLC

22,750,000

Scotia Capital (USA) Inc.

22,750,000

Total

$ 350,000,000

Annex A

Free Writing Prospectuses

· Pricing Term Sheet, dated June 29, 2026,

substantially in the form of Annex C.

Annex C

Issuer Free Writing Prospectus filed pursuant to

Rule 433

supplementing the Preliminary Prospectus Supplement dated

June 29, 2026 and the Prospectus dated May 1, 2025

Registration No. 333-286885

W. P. CAREY INC.

Pricing Term Sheet

$350,000,000

5.200% Senior Notes due 2036

Issuer:

W. P. Carey Inc.

Expected Ratings (Moody’s / S&P)*:

[Intentionally Omitted]

Security Type:

Senior Unsecured Notes

Pricing Date:

June 29, 2026

Settlement Date:

July 2, 2026 (T+3); Under Rule 15c6-1 under the Securities Exchange Act, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise.  Accordingly, purchasers who wish to trade the notes prior to the first business day preceding the closing date will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

Stated Maturity Date:

September 15, 2036

Interest Payment Dates:

March 15 and September 15, commencing March 15, 2027

Principal Amount:

$350,000,000

Benchmark Treasury:

UST 4.375% due May 15, 2036

Benchmark Treasury Price / Yield:

100-00 / 4.374%

Spread to Benchmark Treasury:

+95 bps

Yield to Maturity:

5.324%

Coupon:

5.200% per year

Public Offering Price:

99.015% of the principal amount

Optional Redemption:

Make-Whole Call:

Prior to June 15, 2036, at the Treasury Rate (as defined in the preliminary

prospectus supplement) plus 15 basis points

Par Call:

On or after June 15, 2036

Denominations:

$2,000 x $1,000

CUSIP / ISIN:

92936U AP4 / US92936UAP49

Joint Book-Running Managers:

Wells Fargo Securities, LLC

RBC Capital Markets, LLC

U.S. Bancorp Investments, Inc.

BBVA Securities Inc.

Senior Co-Manager:

SMBC Nikko Securities America, Inc.

Co-Managers:

PNC Capital Markets LLC

Regions Securities LLC

Scotia Capital (USA) Inc.

*Note: A securities rating is not a recommendation to buy, sell or

hold securities. Ratings may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independently

of any other security rating.

No PRIIPs KID – No PRIIPs key information document (KID)

has been prepared as the notes are not available to retail investors in the EEA.

The issuer has filed a registration statement (including a prospectus)

with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you make

an investment decision, you should read the prospectus in that registration statement and other documents that the issuer has filed with

the SEC, including the prospectus supplement relating to the notes, for more complete information about the issuer and this offering.

You may get these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or

any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement relating to the notes if

you request it by contacting Wells Fargo Securities, LLC toll-free at 1-800-645-3751, RBC Capital Markets, LLC toll-free at 1-866-375-6829

or U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619376d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

W. P. Carey Announces Pricing of $350 Million

of Senior Unsecured Notes

NEW YORK, June 29, 2026 -- W. P. Carey Inc.

(NYSE: WPC, the “Company”) announced today that it has priced an underwritten public offering of $350 million aggregate principal

amount of 5.200% Senior Notes due 2036 (the “Notes”). The Notes were offered at 99.015% of the principal amount.

Interest on the Notes will be paid semi-annually

on March 15 and September 15 of each year, beginning on March 15, 2027. The offering of the Notes is expected to settle

on July 2, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering to repay

the $350 million in aggregate principal amount outstanding of its 4.250% Senior Notes due October 2026 and for other general corporate

purposes, including to fund potential future investments and to repay certain other indebtedness, including amounts outstanding under

its unsecured revolving credit facility.

Wells Fargo Securities, LLC, RBC Capital Markets,

LLC, U.S. Bancorp Investments, Inc. and BBVA Securities Inc. acted as joint book-running managers for the Notes offering.

A registration statement relating to the Notes

has been filed with the Securities and Exchange Commission (the “SEC”) and has become effective under the Securities Act of

1933, as amended (the "Securities Act"). The offering is being made by means of a prospectus supplement and prospectus. Before

making an investment in the Notes, potential investors should read the prospectus supplement and the accompanying prospectus for more

complete information about the Company and the offering. Potential investors may obtain these documents for free by visiting EDGAR on

the SEC’s website at www.sec.gov. Alternatively, potential investors may obtain copies, when available, by contacting: Wells

Fargo Securities, LLC toll-free at 1-800-645-3751, RBC Capital Markets, LLC toll-free at 1-866-375-6829 or U.S. Bancorp Investments, Inc.

toll free at 1-877-558-2607.

This press release shall not constitute an offer

to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer or sale

of the Notes will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.

W. P. Carey Inc.

W. P. Carey ranks among the largest net lease

REITs with a well-diversified portfolio of high-quality, operationally critical commercial real estate, which includes 1,703 net lease

properties covering approximately 185 million square feet as of March 31, 2026. With offices in New York, London, Amsterdam and Dallas,

the company remains focused on investing primarily in single-tenant industrial, warehouse and retail properties located in the U.S. and

Europe, under long-term net leases with built-in rent escalations.

Forward-Looking Statements

Certain of the matters discussed in this

communication constitute forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934,

both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements

regarding: expectations regarding the use of proceeds of this offering and the settlement date. Forward looking statements are generally

identified by the use of words such as “may,” “will,” “should,” “would,” “will be,”

“will continue,” “will likely result,” “believe,” “project,” “expect,” “anticipate,”

“intend,” “estimate,” “opportunities,” “possibility,” “strategy,” “plan,”

“maintain” or the negative version of these words and other comparable terms. These forward-looking statements include, but

are not limited to, statements that are not historical facts.

These statements are based on the current

expectations of the Company's management, and it is important to note that the Company's actual results could be materially different

from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results

to differ materially from the forward-looking statements. Other unknown or unpredictable risks or uncertainties which include, among others,

the risks related to fluctuating interest rates, the impact of inflation and tariffs on our tenants and us, the effects of pandemics and

global outbreaks of contagious diseases, and domestic or geopolitical crises (such as terrorism, military conflict, war or the perception

that hostilities may be imminent), political instability or civil unrest, or other conflict, and those additional risk factors discussed

in reports that we have filed with the SEC, could also have material adverse effects on our business, financial condition, liquidity,

results of operations, and prospects. You should exercise caution in relying on forward-looking statements as they involve known and unknown

risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information

on factors that could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained

herein is included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed

with the SEC on April 29, 2026, as well as in the Company’s filings with the SEC, including but not limited to those described

in Part I, Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the fiscal year ended December 31,

2025, as filed with the SEC on February 11, 2026. Moreover, because the Company operates in a very competitive and rapidly changing

environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned

not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of

this communication, unless noted otherwise. Except as required under the federal securities laws and the rules and regulations of

the SEC, the Company does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect

events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.

Institutional Investors:

Peter Sands

212-492-1110

institutionalir@wpcarey.com

Press Contact:

Amanda Woodward

212-492-1171

awoodward@wpcarey.com

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