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CALCULATION OF REGISTRATION FEE

(1) €500,000,000 aggregate principal amount of the 2.25% Senior Notes due 2024 will be issued. The $532,200,000 Amount to be Registered is based on the January 12, 2016 euro/U.S. $ rate of exchange of €1.00/U.S. $1.06.

(2) The filing fee is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended.

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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-214510

Prospectus supplement

(to prospectus dated November 8, 2016)

€500,000,000

WPC Eurobond B.V.

2.250% Senior Notes due 2024

Fully, Unconditionally and Irrevocably Guaranteed by

W. P. Carey Inc.

Interest payable on July 19

WPC Eurobond B.V. (the “Issuer”) is offering €500,000,000 aggregate principal amount of its 2.250% Senior Notes due 2024 (the “notes”). The notes will be issued in book-entry form only, in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Issuer will pay interest annually in arrears on July 19 of each year, beginning on July 19, 2017. The notes will mature on July 19, 2024. However, the Issuer may, at its option, redeem the notes, in whole at any time or in part from time to time, at the applicable redemption price described in this prospectus supplement under the caption “Supplemental description of the notes and guarantee—Optional redemption.” The notes will be senior unsecured obligations of the Issuer and will rank equally in right of payment with all of its other senior unsecured indebtedness from time to time outstanding. The notes will be fully, unconditionally and irrevocably guaranteed (the “guarantee”) on a senior unsecured basis by W. P. Carey Inc., the indirect parent company of the Issuer (the “Company”). The Company’s guarantee will rank equally in right of payment with its other senior unsecured indebtedness and guarantees.

Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully read the information under the caption “Risk factors” beginning on page S-9 of this prospectus supplement and in the reports that we file with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

Neither the SEC nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1)                                 Plus accrued interest, if any, from January 19, 2017, if settlement occurs after that date.

The notes are a new issue of securities with no established trading market. Application has been made for the notes to be admitted to the Official List of the Irish Stock Exchange plc (“ISE”) and traded on the Global Exchange Market (“GEM”) of the ISE. The listing application will be subject to approval by the ISE. If such a listing is obtained, we have no obligation to maintain such listing, and we may delist the notes at any time.

The underwriters expect to deliver the notes in book-entry form under the New Safekeeping Structure (the “NSS”) through Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (together, Euroclear and Clearstream are sometimes referred to herein as the “ICSDs”), on or about January 19, 2017 which is the fifth business day following the date of this prospectus supplement (such settlement cycle being referred to as “T+5”). Upon issuance, the notes will be represented by a global note in registered form (the “Global Note’’), which is expected to be deposited with a common safekeeper (“Common Safekeeper’’) for Euroclear and Clearstream and registered in the name of a nominee of the Common Safekeeper.

The notes are intended to be held in a manner which will allow for Eurosystem eligibility. This means that the notes are intended upon issue to be deposited with an ICSD as Common Safekeeper and does not necessarily mean that the notes will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

The date of this prospectus supplement is January 17, 2017.

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You should rely only on the information contained in, or incorporated, or deemed to be incorporated, by reference in, this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus or the documents incorporated, or deemed to be incorporated, by reference herein or therein is accurate as of any date other than the respective dates of such documents or such other dates as may be specified herein or therein. Our business, financial condition, liquidity, results of operations, adjusted funds from operations (“AFFO”) and prospects may have changed since those respective dates.

About this prospectus supplement

We are providing information to you about this offering in two parts. The first part is this prospectus supplement, which describes certain terms of the notes and the related guarantee and the offer and sale of the notes and the related guarantee. The second part, the accompanying prospectus, gives more general information about us and the securities we may offer from time to time, some of which does not apply to the notes, the related guarantee, or this offering. If there is a conflict between the description of the notes, the related guarantee, or this offering in this prospectus supplement and that provided in the accompanying prospectus, the description in this prospectus supplement shall control.

Any information contained in this prospectus supplement, the accompanying prospectus or any document incorporated, or deemed to be incorporated, by reference herein or therein will be deemed to have been modified or superseded to the extent that a statement subsequently contained in this prospectus supplement or the accompanying prospectus, in any free writing prospectus we may provide to you in connection with this offering, or in any document we file with the SEC under or pursuant to the Exchange Act, that is also incorporated, or deemed to be incorporated, by reference into this prospectus supplement and the accompanying prospectus, modifies or supersedes the original statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to be part of this prospectus supplement or the accompanying prospectus. You should read this prospectus supplement, the accompanying prospectus and any free writing prospectus we may provide to you in connection with this offering, together with the documents incorporated, or deemed to be incorporated, by reference into this prospectus supplement and the accompanying prospectus as described under the caption “Where you can find more information; Incorporation by reference” beginning on page S-45 of this prospectus supplement. You should not consider any information contained or incorporated, or deemed to be incorporated, by reference in this prospectus supplement or the accompanying prospectus, or in any free writing prospectus that we may provide, to be investment, accounting, legal or tax advice. You should consult your own counsel, accountants and other advisors for investment, accounting, legal, tax and related advice regarding an investment in the notes. We are not making any representation to you regarding the legality of an investment in the notes by you under applicable investment or similar laws.

Unless the context otherwise requires or as otherwise specified, references in this prospectus supplement to “W. P. Carey,” “we,” “us” and “our” refer, collectively, to W. P. Carey Inc. and its consolidated subsidiaries, including WPC Eurobond B.V.; references to the “Company” refer only to W. P. Carey Inc., and not to any of its subsidiaries or affiliates; and references to the “Issuer” refer only to WPC Eurobond B.V., and not to its parent or subsidiaries or affiliates.

References in this prospectus supplement to “$,” “dollars,” “USD” and “U.S. dollars” are to the currency of the United States of America; and references to “€” and “euro” are to the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty establishing the European Community, as amended.

IN CONNECTION WITH THE ISSUANCE OF THE NOTES, J.P. MORGAN SECURITIES PLC (IN THIS CAPACITY, THE “STABILIZING MANAGER”) (OR ANY PERSON ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE, AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF (I) 30 DAYS AFTER THE ISSUE OF THE NOTES AND (II) 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT

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COMMENCED MUST BE CARRIED OUT IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus (i) is a prospectus for the purposes of the European Union’s Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) as implemented in member states of the European Economic Area or (ii) has been reviewed by the Central Bank of Ireland.

This prospectus supplement and the accompanying prospectus constitute “listing particulars” (the “Listing Particulars”) for the purposes of listing on the GEM. The notes are a new issue of securities with no established trading market. Application has been made for the notes to be admitted to the Official List of the ISE and traded on the GEM (which is not a regulated market for the purposes of Directive 2004/39/EC, or “MiFID”) of the ISE. If such listing is obtained, we have no obligation to maintain such listing, and we may delist the notes at any time.

In the United Kingdom, this prospectus supplement, the accompanying prospectus and any related free writing prospectus is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments and fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom they may otherwise lawfully be communicated under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This prospectus supplement, the accompanying prospectus and any related free writing prospectus are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement, the accompanying prospectus and any related free writing prospectus relate is available only to relevant persons and will be engaged in only with relevant persons.

Forward-looking statements

This prospectus supplement, the accompanying prospectus, and the documents incorporated, or deemed to be incorporated, by reference herein and therein contain statements that are based on our current expectations, our estimates and forecasts, our projections about our future performance, our expectations for our business, our beliefs and our management’s assumptions and other matters, and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements regarding: capital markets; tenant credit quality; the general economic outlook; our expected range of AFFO; our corporate strategy; our capital structure; our portfolio lease terms; our international exposure and acquisition volume, including the effects of the United Kingdom’s referendum approving an exit from the European Union; our expectations about tenant bankruptcies and interest coverage; our future economic performance and results, including our underlying assumptions regarding occupancy rate, credit ratings and possible new acquisitions and dispositions by us and for our series of non-traded publicly registered investment programs (the “Managed Programs”); the Managed Programs, including their earnings; our ability to remain qualified for taxation as a real estate investment trust (“REIT”); the impact of recently issued accounting pronouncements or guidance; the amount and timing of any future dividends; our existing or future leverage and debt service obligations; our ability to sell shares under our “at-the-market” program and the use of any proceeds from that program; our future prospects for growth; our projected assets under management; our future capital expenditure levels; our future financing transactions; our estimates of growth; and our plans to fund our future liquidity needs. Forward-looking statements are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Actual results could differ materially from those contemplated by these forward-looking statements as a result of many factors.

The information under the caption “Risk factors” beginning on page S-9 of this prospectus supplement; in our Annual Report on Form 10-K for the year ended December 31, 2015 and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016; as well as any additional information and risks that we disclose in reports that we have filed (since the filing of such reports, in each instance) with the SEC pursuant to the Exchange Act, which are incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying prospectus; and other similar statements contained in or incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying prospectus and any related free writing prospectus prepared by us or on our behalf, identify important factors with respect to forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements.

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Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect us. Should any known or unknown risks and uncertainties develop into actual events, those developments could have a material adverse effect on our business, financial condition, liquidity, results of operations, AFFO and prospects.

In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated, or deemed to be incorporated, by reference herein and therein will in fact transpire. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on forward-looking statements as a prediction of future results. We do not undertake any obligation to update or revise any forward-looking statements except as required by applicable law. All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

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Prospectus supplement summary

The following summary highlights information more fully described elsewhere or incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that may be important to you. Before making a decision to invest in the notes and the related guarantee, you should carefully read this entire prospectus supplement, including the matters set forth under the caption “Risk factors”; the accompanying prospectus; any free writing prospectus we may provide to you in connection with this offering; and the documents incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying prospectus. This summary is qualified in its entirety by the more detailed information and financial statements, including the notes thereto, appearing elsewhere or incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying prospectus.

The Issuer

WPC Eurobond B.V. is an indirect, wholly-owned subsidiary of W. P. Carey Inc. and was formed for the sole purpose of issuing debt obligations. WPC Eurobond B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands on October 14, 2016, with its corporate seat in Amsterdam, the Netherlands and office address at Strawinskylaan 741, Tower C, 7th Floor, 1077 XX Amsterdam, the Netherlands, registered with the Trade Register under number 67078028. The Issuer is and will remain a wholly-owned subsidiary of the Company at all times. The relationship between the Issuer and the Company is governed by the respective constituent documents of the Issuer and the Company and the applicable laws of the Netherlands and the state of Maryland.

The Company

W. P. Carey Inc. was incorporated on February 15, 2012 as a Maryland corporation (registration number D14517007). W. P. Carey Inc. will fully, unconditionally and irrevocably guarantee the payment of principal of, premium, if any, and interest on the notes offered hereby when due and payable. The Company is a corporation incorporated under the laws of Maryland.

Overview

W. P. Carey is an internally-managed REIT and a leading global owner and manager of commercial properties, primarily net-leased to companies on a long-term basis. As of September 30, 2016, we owned a diversified global investment portfolio that included full or partial ownership interests in 910 net-leased properties with an occupancy rate of 99.1% and a weighted average remaining lease term of 9.4 years.

Our owned real estate portfolio is diversified by property type, tenant, geographic location and tenant industry. It is comprised primarily of single-tenant industrial, warehouse, office and retail facilities that are essential to our corporate tenants’ operations. We have 222 corporate tenants that operate in a wide variety of business sectors, providing additional diversification to the portfolio. As of September 30, 2016, approximately two-thirds of our contractual minimum annualized base rent (“ABR”) was from properties located in the United States and approximately one-third was from properties located outside the United States, primarily in Western and Northern Europe. Our European portfolio consisted of 357 net-leased properties located in 12 countries, with the largest concentrations in Germany, France, the United Kingdom, Spain and Finland.

Most of our net-leases specify a base rent with scheduled rent increases (either fixed or tied to inflation) and require the tenant to pay substantially all of the costs associated with operating and maintaining the property. We endeavor to mitigate risk with respect to changes in tenant credit quality and the likelihood of lease renewal by actively managing our real estate portfolio.

In addition to the lease revenues from our owned real estate portfolio, we earn fee revenue by advising a series of non-traded publicly registered investment programs (the “Managed Programs”) through our investment management platform. As of September 30, 2016, we managed approximately $12.2 billion of total assets on behalf of the Managed Programs.

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Recent developments

Capital markets

During the nine months ended September 30, 2016, we utilized our At-the-Market (“ATM”) offering program to issue 1,249,836 shares of common stock, at a weighted-average price of $68.52 per share, for net proceeds of approximately $84 million.

On September 7, 2016, we priced $350.0 million of 4.250% USD denominated senior unsecured notes, due October 1, 2026. The offering closed on September 12, 2016 and generated total net proceeds of approximately $346.0 million. The majority of net proceeds from the offering were used to repay amounts outstanding under the Company’s Senior Unsecured Credit Facility—Revolver.

In December 2016, we notified the lenders under our Senior Unsecured Credit Facility of our intention to exercise our final extension option for the $250 million Senior Unsecured Credit Facility — Term Loan. The extended maturity date is anticipated to be January 31, 2018.  Separately, we are also currently in the process of negotiating an amendment to our existing $1.75 billion Senior Unsecured Credit Facility. The amended facility is expected to set forth several new terms, including extending the maturity of both our Senior Unsecured Credit Facility — Term Loan and our Senior Unsecured Credit Facility—Revolver.

Investment activity

In the second quarter of 2016, we acquired (i) a 49-property industrial portfolio, leased to a single tenant, and (ii) three private preparatory schools, leased to a single tenant, totaling 4.7 million square feet in aggregate, for an aggregate purchase price of $386 million. The assets are all unencumbered, with a weighted average lease term of approximately 22 years. Subsequent to the end of the third quarter of 2016, we acquired a 14-property portfolio consisting primarily of industrial assets based in the United States, Canada and Mexico, leased to a single tenant for 20 years. The 2.4 million square foot portfolio had an aggregate purchase price of approximately $145 million and the leases were denominated wholly in U.S. dollars. Since January 1, 2014, we have completed unencumbered acquisitions with an aggregate purchase price of approximately $2 billion.(1)

Disposition activity

In the third quarter of 2016, we disposed of four properties for approximately $219 million, including $202 million of office asset dispositions. In the fourth quarter of 2016, we disposed of 20 properties for an aggregate gross sales price of approximately $154 million, bringing 2016 gross disposition proceeds to approximately $635 million. The majority of dispositions during the fourth quarter related to the sale of the European-based Carrefour portfolio, comprised of 14 warehouse assets for €105 million.(1)

Managed Programs

In July 2016, Carey European Student Housing Fund I, L.P., a limited partnership that develops, owns and operates student housing properties and similar investments in Europe, commenced fundraising through our investment management platform. The fundraising has been conducted through a private placement offering, with an initial aggregate offering of $100.0 million and a maximum offering of $150.0 million.

On May 4, 2016, we filed a registration statement with the SEC for Corporate Property Associates 19—Global Incorporated (“CPA 19”), a diversified non-traded REIT, for a proposed maximum aggregate offering price of up to $2.0 billion, which includes $500.0 million in shares of common stock allocated to CPA 19’s distribution reinvestment plan. The registration statement is subject to review by the SEC and state securities regulators, so there can be no assurances as to whether or when the related offering will commence or be completed.

(1)                                 2016 transactions exclude build-to-suits, expansions, redevelopments and property swaps.

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The offering

The following summary contains basic information about the notes and related guarantee and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes and related guarantee, please refer to the sections entitled “Supplemental description of the notes and guarantee” in this prospectus supplement and “Description of WPC Finance Debt Securities and the Guarantee” in the accompanying prospectus.

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Risk factors

In addition to the risks incorporated by reference into this prospectus supplement and the accompanying prospectus from our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, which have been filed with the SEC, and the other information included or incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying prospectus, you should carefully consider the following risk factors before you decide to invest in the notes. The risks and uncertainties included or incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying prospectus are those that we currently believe may materially affect our company. Additional risks not presently known or that are currently deemed immaterial could also materially and adversely affect our business, financial condition, liquidity, results of operations, AFFO and prospects. The realization of any of these risks could have a material adverse effect on our business, financial condition, liquidity, results of operations, AFFO and prospects, as well as our ability to service our indebtedness, including the notes. In addition, the market price of your notes could be adversely affected, potentially significantly, and you could lose all or a substantial part of your investment in the notes.

The Issuer is a finance company and investors should therefore consider the financial position and liquidity of the Company rather than that of the Issuer.

The main purpose of the Issuer is to act as a finance company for the Company and its other subsidiaries. As such, the Issuer’s main activity is to borrow funds and lend those funds to the Company and its other subsidiaries. The Issuer’s ability to pay interest and repay principal in respect of its borrowings depends upon the financial position and liquidity of the Company and its other subsidiaries. Therefore, investors should consider the financial position and liquidity of the Company rather than that of the Issuer.

We may not be able to meet all of our debt service obligations, including those under the notes and the guarantee, and our existing debt obligations.

The Issuer has approximately €2.0 million of equity and no significant assets, other than, after giving effect to the issuance of the notes and the application of the proceeds thereof, an approximately €493.4 million receivable from the Company. As a result, its ability to make required payments on the notes depends on the ability of the Company and its other subsidiaries to generate sufficient cash flow and their ability to pay amounts due to the Issuer under the intercompany receivable, or alternatively the ability to contribute additional funds to the Issuer. Such contributions may be restricted by, among other things, the Company’s Senior Unsecured Credit Facility, the Company’s other outstanding indebtedness (including its senior unsecured notes) and applicable laws and regulations. See “—We may not be able to generate sufficient cash flow to meet all of our debt service obligations, including those under the notes and the guarantee.”

If we are unable to obtain the funds necessary to pay the principal amount at maturity of the notes, we may be required to adopt one or more alternatives, such as a refinancing of the notes. We cannot assure you that we would be able to refinance the notes.

The notes will be fully, unconditionally and irrevocably guaranteed on a senior unsecured basis by the Company. As of September 30, 2016, we had indebtedness and other liabilities of approximately $5.0 billion outstanding. Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders of the notes, including the following:

·                  our cash flow may be insufficient to meet our debt service obligations with respect to the notes and the guarantee and our other indebtedness, which would enable lenders and other debtholders to accelerate the maturity of their indebtedness, or may be insufficient to fund other important business uses after meeting such obligations;

·                  we may violate restrictive covenants in our debt agreements, which would entitle lenders and other debtholders to accelerate the maturity of their indebtedness;

·                  debt service requirements and financial covenants relating to our indebtedness may limit our ability to maintain our REIT qualification;

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·                  we may be unable to hedge our debt, counterparties may fail to honor their obligations under any of our hedge agreements, such agreements may not effectively hedge interest rate or currency fluctuation risk, and, upon the expiration of any of our hedge agreements, we would be exposed to then-existing market rates of interest or currency exchange rates and future rate volatility;

·                  we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of our original indebtedness or otherwise be generally unfavorable;

·                  because a portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;

·                  we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

·                  upon any default on our secured indebtedness, the lenders may foreclose on our properties or our interests in the entities that own the properties that secure such indebtedness and receive an assignment of rents and leases; and

·                  we may be unable to raise additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities or meet operational needs.

If any one of these events were to occur, our business, financial condition, liquidity, results of operations, AFFO and prospects, as well as our ability to satisfy all of our debt obligations, including those under the notes, could be materially and adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance that could hinder the Company’s ability to meet the REIT distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”).

The notes will be effectively subordinated to any of our secured debt.

The notes will be senior unsecured obligations of the Issuer and will rank equally in right of payment with all of the Issuer’s other senior unsecured indebtedness from time to time outstanding. The notes are not secured by any of our assets and would be effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the collateral securing such indebtedness. Prior to the issuance of the notes, the Issuer had no secured indebtedness outstanding.

The guarantee will be structurally subordinated to the indebtedness of the Company’s other subsidiaries and effectively subordinated to the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness.

The Company’s guarantee will be a senior unsecured obligation of the Company and will rank equally in right of payment with all of its other senior unsecured indebtedness (including its outstanding senior unsecured notes, which are effectively junior in right of payment to all of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness). The guarantee will be effectively subordinated to all of the Company’s secured indebtedness that is secured by the Company’s assets to the extent of the value of the collateral securing such indebtedness. As of September 30, 2016, the Company had approximately $1.9 billion of secured indebtedness outstanding. Under the terms of our debt agreements, we may incur indebtedness if we are in compliance with certain financial ratios and other requirements at the time of its incurrence. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will be entitled to proceed directly against the collateral that secures the secured indebtedness. Therefore, such collateral will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the notes, until such secured indebtedness is satisfied in full.

The Company’s guarantee (and its outstanding senior unsecured notes) will also be structurally subordinated to all indebtedness and other liabilities, whether secured or unsecured, and any preferred equity of the Company’s other subsidiaries, which is important since the Company has no significant operations or assets other than its equity interests in its subsidiaries. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any of the Company’s subsidiaries, the Company, as a common equity owner of such subsidiary, will be subject to the prior claims of such subsidiary’s creditors (including trade creditors) and preferred equity holders. Therefore, holders of the Company’s debt, including the guarantee, will be subject to the prior payment

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of these claims. As of September 30, 2016, the Company’s subsidiaries (not including the Issuer) had approximately $1.9 billion of secured indebtedness outstanding and no preferred equity.

Furthermore, while the indentures governing the notes and the Company’s outstanding senior unsecured notes limit the ability of the Company’s subsidiaries to incur additional indebtedness in the future, the indentures do not prohibit the Company’s subsidiaries from incurring such indebtedness if we are in compliance with certain financial ratios and other requirements at the time of its incurrence.

We may not be able to generate sufficient cash flow to meet all of our debt service obligations, including those under the notes and the guarantee.

Our ability to meet all of our debt service obligations (including those under the notes and the guarantee), to refinance our indebtedness (including the notes), and to fund our operations, working capital, acquisitions, capital expenditures and other business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us on favorable terms, or at all, in an amount sufficient to enable us to meet all of our debt service obligations, including those under the notes, or to fund our other business uses. Furthermore, if we incur additional indebtedness in connection with future acquisitions or development projects, or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.

We may need to refinance all or a portion of our indebtedness, including the notes, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

·                  our business, financial condition, liquidity, results of operations, AFFO and prospects and market conditions at the time; and

·                  restrictions in the agreements governing our indebtedness.

As a result, we may not be able to refinance any of our indebtedness, including the notes, or obtain additional financing on favorable terms, or at all.

If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all of our debt service obligations, including those under the notes. As a result, we would be forced to take other actions to meet those obligations, such as selling properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot assure you that we will be able to effect any of these actions on favorable terms, or at all.

We may still incur significantly more indebtedness in the future, which would exacerbate any or all of the risks described herein.

We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our indebtedness do, and the indenture governing the notes will, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described herein, including our inability to meet all of our debt service obligations, including those under the notes and the guarantee, would be exacerbated.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of notes to return payments received from guarantors.

Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the guarantee by the Company in respect of the notes, could be voided, or claims in respect of a guarantee could be subordinated to all other debts of a

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guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

·                  received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee;

·                  was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

·                  was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

·                  intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

·                  the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

·                  the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

·                  it could not pay its debts as they become due.

A court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.

A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance of the notes. If a court voided such guarantee, holders of the notes would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the notes to repay any amounts already received from a guarantor. If the court were to void the guaranty of the Company, we cannot assure you that funds would be available to pay the notes from us or from any other source.

The indenture governing the notes will contain restrictive covenants that restrict our ability to expand or fully pursue our business strategies.

The indenture governing the notes will contain financial and operating covenants that, among other things, will restrict the ability of the Issuer and the Company to take specific actions, even if they believe them to be in their respective best interest, including (subject to various exceptions) restrictions on the ability of the Issuer and the Company to consummate a merger, consolidation or a transfer of all or substantially all of their respective consolidated assets to another person.

In addition, our current debt agreements require us to meet specified financial ratios and the indenture governing the notes will require us to limit the amount of our total debt and the amount of our secured debt before incurring new debt, to maintain at all times a specified ratio of unencumbered assets to unsecured debt and to meet a debt service coverage ratio before incurring new debt. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of our debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness and potentially other indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.

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If an active trading market does not develop or is not maintained for the notes, you may not be able to resell them on favorable terms when desired, or at all.

Application has been made for the notes to be admitted to the Official List of the ISE and traded on the GEM of the ISE. The notes are a new issue of securities with no established trading market.  Accordingly, even if the notes are listed, we cannot assure you that an active trading market will ever develop for the notes or, if one develops, that it will be maintained. Further, while the underwriters have advised us that they intend to make a market in the notes after this offering is completed, they are not obligated to do so and may discontinue any market-making activity at any time without notice to, or the consent of, noteholders. The lack of an active trading market could adversely affect your ability to sell the notes when desired, or at all, and the price at which you may be able to sell the notes. The liquidity of the trading market, if any, and future market prices of the notes will depend on many factors, including, among other things, prevailing interest rates; our business, financial condition, liquidity, results of operations, AFFO and prospects; the market for similar securities; and overall conditions in the securities markets, and may be adversely affected by unfavorable changes in these factors. It is possible that the market for the notes will be subject to disruptions that may have a negative effect on noteholders, regardless of our business, financial condition, liquidity, results of operations, AFFO or prospects.

The market price of the notes may be volatile.

The market price of the notes may be highly volatile and be subject to wide fluctuations. The market price of the notes may fluctuate as a result of factors that are beyond our control or unrelated to our historical and projected business, financial condition, liquidity, results of operations, AFFO and prospects. It is impossible to assure investors that the market price of the notes will not fall in the future, and it may be difficult for investors to resell the notes at prices they find attractive, or at all.

Volatility and disruption in capital markets could materially and adversely impact us.

The capital markets may experience extreme volatility and disruption, which could make it more difficult to raise capital. If we cannot access capital or if we cannot access capital upon favorable terms, we may be required to liquidate one or more investments in properties at times that may not permit us to realize the maximum return on those investments, which could also result in adverse tax consequences to us and adversely affect our ability to capitalize on acquisition opportunities and meet operational needs. Moreover, market turmoil could lead to an increased lack of consumer confidence and widespread reduction of business activity generally, which may materially and adversely impact us, including our ability to acquire and dispose of properties.

An increase in interest rates could result in a decrease in the market price of the notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value. Consequently, if you purchase these notes and market interest rates increase, the market price of the notes is likely to decline. We cannot predict the future level of market interest rates.

An adverse action to our credit ratings could have a materially adverse effect on us and the market price of the notes.

The credit ratings assigned to the notes could change based upon, among other things, our historical and projected business, financial condition, liquidity, results of operations, AFFO and prospects. These ratings are subject to ongoing evaluation by credit rating agencies and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, these credit ratings are not recommendations to buy, sell or hold the notes or any other securities. If any of the credit rating agencies that have rated the notes downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative, it could have a material adverse effect on the market price of the notes and our costs and availability of capital, which could in turn have a material adverse effect on us and on our ability to satisfy our debt service obligations, including those under the notes, and to make dividend payments on the Company’s common stock.

The Issuer is a company incorporated under the laws of the Netherlands. Judgments rendered by a court in the United States will not be directly enforced by the Netherlands courts.

As the Issuer is a company incorporated under the laws of the Netherlands, and there is no treaty between the United States and the Netherlands providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards in civic and

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commercial matters), a judgment rendered by a court in the United States will not be directly enforced by the Netherlands courts. However, if a person has obtained a final and conclusive judgment for the payment of money based on civil liability rendered by a U.S. court that is enforceable in the United States (a “foreign judgment”) and files such claim with the competent Netherlands court, the Netherlands court will generally give binding effect to the foreign judgment insofar as it finds that the jurisdiction of the U.S. court has been based on grounds that are internationally acceptable and that proper legal procedures have been observed and unless the foreign judgment contravenes Netherlands public policy.

Insolvency laws of jurisdictions outside of the United States may preclude holders of the notes from recovering payments due on the notes.

The Issuer is organized under the laws of The Netherlands. The insolvency laws of The Netherlands may not be as favorable to your interests as creditors as the laws of the United States or other jurisdictions with which you may be familiar.

Holders of the notes will receive payments solely in euro except under the limited circumstances provided herein.

All payments of principal of, premium, if any, and interest on the notes will be made in euro except under the limited circumstances provided herein. See “Currency conversion.” In addition, any additional amounts, as described in “Supplemental description of the notes and guarantee—Payment of additional amounts” and “Currency conversion” in this prospectus supplement, will be made in euro. We, the underwriters, the trustee and the paying agent with respect to the notes will not be obligated to convert, or to assist any registered owner or beneficial owner of the notes in converting, any payments of interest, principal, redemption price or any additional amounts made with respect to the notes into U.S. dollars or any other currency.

An investment in the notes by a purchaser whose home currency is not the euro entails significant risks.

An investment in securities that are denominated and payable in a currency other than the currency of the country in which the purchaser is resident or the currency in which the purchaser primarily conducts its business or activities (in each case, the “home currency”) entails significant risks not associated with securities denominated and payable in the home currency. Accordingly, an investment in the notes by a purchaser whose home currency is not the euro entails significant risks. These risks include the possibility of significant changes in rates of exchange between the noteholder’s home currency and the euro and the possibility of the imposition or subsequent modification of foreign exchange controls. These risks generally depend on factors over which we have no control, such as economic, financial and political events, as well as the supply of and demand for the relevant currencies. In recent years, rates of exchange between the euro and certain currencies, including the U.S. dollar, have been highly volatile and noteholders should be aware that such volatility may continue in the future. Fluctuations in any particular exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations in the rate that may occur during the term of the notes. Depreciation of the euro against a noteholder’s home currency would result in a decrease in the effective yield of the notes below its coupon rate and, in certain circumstances, could result in a loss to the noteholder.

If, as permitted by the notes, we make payments in U.S. dollars when we are unable to obtain euro, you will be exposed to significant risks if your home currency is not U.S. dollars.

If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control, or if the euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euro will be converted into U.S. dollars on the basis of the then most recently available market exchange rate for euro. See “Supplemental description of the notes and guarantee—Issuance in euro.” Any payment in respect of the notes so made in U.S. dollars will not constitute an event of default under the indenture governing the notes. If your home currency is not U.S. dollars, any such payment will expose you to the significant risks described above under “—An investment in the notes by a purchaser whose home currency is not the euro entails significant risks.”

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In a lawsuit for payment on the notes, a noteholder may bear currency exchange risk.

The notes and the guarantee will be governed by, and construed in accordance with, the laws of the State of New York, and a lawsuit for payment on the notes may be heard in a state or federal court in New York state. A New York state statute presently in effect, but subject to amendment, would require a New York state court hearing such a lawsuit to render its decision or award in euro. The judgment entered on that award, however, will be denominated in U.S. dollars and converted at the exchange rate prevailing on the date of the judgment’s entry. Consequently, in a lawsuit for payment on the notes, investors would bear currency exchange risk until a New York state court judgment is entered, which could be a significant period of time. A federal court sitting in New York with diversity jurisdiction over a dispute arising in connection with the notes would be expected to apply the foregoing New York law.

In courts outside of New York, noteholders may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment for money in an action based on the notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of euro into U.S. dollars would depend upon various factors, including which court renders the judgment.

Noteholders are exposed to the consequences of denomination of a minimum specified denomination plus a higher integral multiple.

The notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. As is the case with any issue of notes that have a denomination consisting of a minimum specified denomination plus a higher integral multiple of another smaller amount, it is possible that the notes may be traded in amounts in excess of €100,000 (or its equivalent) that are not integral multiples of €1,000 (or its equivalent). In such case, a noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum specified denomination may not receive a definitive note in respect of such holding (should definitive notes be printed) and would need to purchase a principal amount of notes such that its holding amounts to the minimum specified denomination.

Your investment has various U.S. federal income tax risks.

Although the provisions of the Code generally relevant to an investment in the notes are described in “Additional material U.S. federal income tax considerations” in this prospectus supplement and “Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities” in the accompanying prospectus, we urge you to consult your tax advisor concerning the effects of U.S. federal, state, local and foreign tax laws on you with regard to an investment in the notes.

Trading in the clearing systems is subject to minimum denomination requirements.

The terms of the notes provide that notes will be issued with a minimum denomination of €100,000 and multiples of €1,000 in excess thereof. It is possible that the clearing systems may process trades which could result in amounts being held in denominations smaller than the minimum denominations. If definitive notes are required to be issued in relation to such notes in accordance with the provisions of the relevant Global Note, a holder who does not have the minimum denomination or any integral multiple of €1,000 in excess thereof in its account with the relevant clearing system at the relevant time may not receive all of its entitlement in the form of definitive notes unless and until such time as its holding satisfies the minimum denomination requirement.

The Global Note is held by or on behalf of Euroclear and Clearstream and, therefore, investors will have to rely on their procedures for transfer, payment and communication with us.

The notes will be represented by a Global Note which will be held under the NSS with a Common Safekeeper for Euroclear and Clearstream. Except in certain limited circumstances described in the Global Note, investors will not be entitled to receive definitive notes in exchange for interests in the Global Note. While the notes are represented by the Global Note, investors will be able to trade their beneficial interests only through Euroclear and Clearstream.

We will discharge our payment obligations under the notes by making payments to or to the order of the Common Safekeeper for Euroclear and Clearstream for distribution to their accountholders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream to receive payments under the notes. We have no responsibility or liability for the records

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relating to, or payments made in respect of, beneficial interests in the Global Note.

Holders of beneficial interests in the Global Note will not have a direct right to vote in respect of the notes. Instead, such holders will be permitted to act directly only to the extent that they are enabled in accordance with the procedures of Euroclear and Clearstream to appoint appropriate proxies.

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Our portfolio

As of September 30, 2016, our total owned real estate portfolio comprised full or partial ownership interests in 910 properties totalling approximately 91.8 million square feet, substantially all of which were net-leased to 222 tenants, with an occupancy rate of 99.1%. As of that same date, our European owned real estate portfolio comprised full or partial ownership interests in 357 properties totalling approximately 27.9 million square feet, substantially all of which were net-leased to 52 tenants, with an occupancy rate of 99.1%. The weighted average remaining lease terms for our total owned portfolio and our European portfolio were 9.4 years and 10.4 years, respectively. W. P. Carey, including Corporate Property Associates 17 — Global Incorporated and Corporate Property Associates 18 — Global Incorporated (together, the “CPA® REITs”) that are part of its Managed Programs, has purchased approximately $2.5 billion of net-lease assets in Europe since January 1, 2014. The CPA® REITs’ European ABR, excluding operating properties, was approximately 42% of their total ABR as of September 30, 2016.

Geographic diversification

Information regarding the geographic diversification of our net-leased properties as of September 30, 2016 is set forth below:

In thousands, except percentages. Pro rata(1).

(1)                                 This section contains certain metrics prepared under the pro rata consolidation method, as defined in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

(2)                                 Represents properties unencumbered by mortgage debt.

(3)                                 Total net-lease portfolio includes assets in: Netherlands, Norway, Hungary, Austria, Sweden and Belgium. Unencumbered net-lease portfolio includes assets in: Netherlands, Norway, Austria and Sweden.

(4)                                 Total net-lease portfolio includes assets in: Australia, Canada, Thailand, Malaysia, Mexico and Japan. Unencumbered net-lease portfolio includes assets in: Australia, Canada and Mexico.

Property type diversification

Information regarding the property diversification of our net-leased properties as of September 30, 2016 is set forth below:

In thousands, except percentages. Pro rata(1).

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(1)                                 This section contains certain metrics prepared under the pro rata consolidation method, as defined in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

(2)                                 Represents properties unencumbered by mortgage debt.

(3)                                 Includes ABR from tenants within the following property types: education facility, hotel, theater, sports facility and residential facilities.

Rent escalations

Information regarding the contractual rent escalations in the leases relating to our net-leased properties as of September 30, 2016 is set forth below:

In thousands, except percentages. Pro rata(1).

(1)                                 This section contains certain metrics prepared under the pro rata consolidation method, as defined in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

(2)                                 Represents properties unencumbered by mortgage debt.

(3)                                 Represents leases with participating rent provisions.

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Debt maturity schedule

Since achieving an initial investment grade rating from S&P Global Ratings and Moody’s Investors Service, Inc. in 2014, we have generally repaid all maturing mortgages and purchased all new acquisitions unencumbered. As of December 31, 2013, our unencumbered ABR was $153.0 million, which was 23% of total ABR, and total consolidated mortgage debt was $3.1 billion, or 35.9% of gross assets (pro forma for our acquisition of Corporate Property Associates 16—Global Incorporated on January 31, 2014). As of September 30, 2016, our unencumbered ABR was $341.0 million, which was approximately 50% of total ABR, and total consolidated mortgage debt was $1.9 billion, or 21.6% of gross assets.

Information regarding our debt maturities as of September 30, 2016 is set forth below and includes our pro rata share of our consolidated debt and debt incurred by our unconsolidated joint ventures:

Dollars in thousands. Pro rata(1)

(1)                                 This section contains certain metrics prepared under the pro rata consolidation method, as defined in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

(2)                                 Represents the number of properties and ABR associated with the debt that is maturing in each respective year.

(3)                                 The Company’s Senior Unsecured Credit Facility—Revolver and Senior Unsecured Credit Facility—Term Loan bear interest at variable rates; additionally, a limited portion of our non-recourse debt bears interest at variable rates, a majority of which is hedged or capped.

(4)                                 Total outstanding balance excludes unamortized discount, net totaling $8.4 million and unamortized deferred financing costs totaling $14.6 million as of September 30, 2016.

(5)                                 Availability under the Company’s Senior Unsecured Credit Facility—Revolver was $1.1 billion as of September 30, 2016. The Company has an option to extend the maturity date of the Senior Unsecured Credit Facility—Revolver by one year.

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(6)                                 The Company has notified the lenders under the Senior Unsecured Credit Facility — Term Loan of its intention to exercise the final extension option, which the Company anticipates will extend the maturity to January 31, 2018.

Information regarding our debt by currency as of September 30, 2016 is set forth below and includes our pro rata share of our consolidated debt and debt incurred by our unconsolidated joint ventures:

Dollars in thousands. Pro rata(1).

(1)                                 This section contains certain metrics prepared under the pro rata consolidation method, as defined in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

(2)                                 Other currencies include debt denominated in Canadian dollar, British pound sterling, Japanese yen, Malaysian ringgit and Thai baht.

(3)                                 Excludes unamortized discount, net totaling $8.4 million and unamortized deferred financing costs totaling $14.6 million as of September 30, 2016.

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Currency conversion

Principal, premium, if any, and interest payments on the notes, including any payments made upon any redemption of the notes, will be payable in euro. If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control, or if the euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euro will be converted into U.S. dollars on the basis of the most recently available market exchange rate for euro. See “Supplemental description of the notes and guarantee—Issuance in euro.” Any payment in respect of the notes so made in U.S. dollars will not constitute an event of default under the indenture governing the notes.

Investors will be subject to foreign exchange risks as to payments of principal of, and premium, if any, and interest on, the notes that may have important economic and tax consequences to them. See “Risk factors.” You should consult your own financial and legal advisors as to the risks involved in an investment in the notes.

On January 11, 2017, the euro/U.S. dollar rate of exchange was €1.00/U.S.$1.0582, as reported by Bloomberg.

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Use of proceeds

We estimate that the net proceeds from the sale of the notes offered by this prospectus supplement, after deducting the underwriting discount and other estimated expenses payable by us, will be approximately €493.4 million, or $522.1 million based on the euro/U.S. dollar exchange rate as of January 11, 2017 (see “Currency conversion”).

We intend to use the net proceeds from this offering to reduce amounts outstanding under the Company’s Senior Unsecured Credit Facility—Revolver, to fund potential future acquisitions and mortgage repayments, and for general corporate purposes. As of January 9, 2017, the amount outstanding under the Company’s Senior Unsecured Credit Facility—Revolver, which matures on January 31, 2018, was approximately $631 million, which included Euro borrowings of €272 million; such borrowings bore interest at approximately 1.3% per annum.

Affiliates of certain of the underwriters are lenders under the Company’s Senior Unsecured Credit Facility—Revolver and will receive their proportionate share of the net proceeds from this offering used to reduce such indebtedness. See “Underwriting (Conflicts of interest)—Conflicts of interest.”

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Ratio of earnings to fixed charges

For purposes of calculating the ratio of earnings to fixed charges, the term “earnings” is the amount resulting from adding (i) pre-tax income from continuing operations, (ii) fixed charges, (iii) distributed income of equity investments and (iv) amortization of capitalized interest; reduced by (a) equity in earnings of equity method investments and (b) pre-tax income from continuing operations attributable to noncontrolling interests that have not incurred fixed charges. “Fixed charges” consist of (i) interest expensed and capitalized; (ii) amortized premiums, discounts and capitalized expenses related to indebtedness; and (iii) an estimate of the interest within rental expense.

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Supplemental description of the notes and guarantee

The following summary of certain terms of the notes and related guarantee supplements and, to the extent inconsistent, replaces the description in the accompanying prospectus of the general terms and provisions of the debt securities and related guarantee, to which description reference is hereby made. The following summary of certain provisions of the notes, the guarantee and the indenture does not purport to be complete and is qualified in its entirety by reference to the actual provisions of the notes and the indenture. Certain terms used but not defined herein shall have the meanings given to them in the accompanying prospectus, the indenture or the notes, as the case may be. You can find definitions of certain capitalized terms used in this description under “—Certain Covenants—Definitions.”

General

The notes will be issued pursuant to an indenture, dated as of November 8, 2016 (the “base indenture”), by and among the Issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (the “trustee”), as supplemented by a supplemental indenture to be dated as of January 19, 2017 (together with the base indenture, the “indenture”), by and among the Issuer, the Company, as guarantor, and the trustee. You may request copies of the indenture and the form of the notes from the Issuer or the Company.

The notes will be senior unsecured obligations of the Issuer and will rank equally in right of payment with all of the Issuer’s other senior unsecured indebtedness from time to time outstanding. The Issuer presently has no indebtedness outstanding. The notes will be fully, unconditionally and irrevocably guaranteed by the Company. See “—Guarantee.”

The notes will initially be limited to an aggregate principal amount of €500 million. The Issuer may, from time to time, without notice to or the consent of any note holders, create and issue additional debt securities having the same terms as the notes in all respects, except for the issue date, public offering price and, under certain circumstances, the date from which interest begins to accrue and the first payment of interest thereon, provided that (i) such issuance complies with the covenants described below under “—Certain covenants” and (ii) any additional debt securities must be fungible with the previously outstanding notes for U.S. federal income tax purposes. Additional debt securities issued in this manner will be consolidated with, and will form a single series of debt securities under the indenture with, the notes. The notes and any additional debt securities will rank equally and ratably in right of payment and will be treated as a single series of debt securities for all purposes under the indenture.

The notes will be issued only in fully-registered, book-entry form, in minimum denominations of €100,000, and integral multiples of €1,000 in excess thereof. The book-entry system is described under “—Book-entry procedures, delivery and form” below and in the accompanying prospectus under the caption “Description of WPC Finance Debt Securities and the Guarantee—Book-Entry Procedures, Delivery and Form.” The registered holder of a note will be treated as its owner for all purposes under the indenture, regardless of its beneficial ownership.

The terms of the notes will provide that the Issuer is permitted to withhold from interest payments and payments upon the maturity or earlier redemption of notes any amounts it is required to withhold by law. For example, non-U.S. holders of notes may, under some circumstances, be subject to U.S. federal withholding tax with respect to payments of interest on such notes. See “Additional material U.S. federal income tax considerations—U.S. federal income tax consequences to non-U.S. holders.”

Except as described in this prospectus supplement under the caption “—Certain covenants” and in the accompanying prospectus under the caption “Description of WPC Finance Debt Securities and the Guarantee—Merger, Consolidation and Transfer of Assets,” the indenture will not contain any provisions that would limit the ability of the Issuer and the Company to incur indebtedness or substantially reduce or eliminate its consolidated assets.

Accordingly, the Issuer’s ability to service its indebtedness (including the notes) could be materially and adversely affected in the future. The Issuer or one of its affiliates may, to the extent permitted by applicable law, at any time purchase notes in the open market, by tender at any price or by private agreement. Any notes so purchased may not be reissued or resold and will be canceled promptly.

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Guarantee

The Company will fully, unconditionally and irrevocably guarantee to each holder and the trustee the full and punctual payment of principal of and premium, if any, and interest on the notes, when and as the same become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, including any additional amounts required to be paid in connection with certain taxes as described herein. Any obligation of the Company to make a payment may be satisfied by causing the Issuer to make such payment.

The guarantee will be a senior unsecured obligation of the Company and will rank equally in right of payment with all of the Company’s other senior unsecured indebtedness and guarantees from time to time outstanding and structurally subordinated to all of the indebtedness and other liabilities, whether secured or unsecured, and any preferred equity of the Company’s other subsidiaries and effectively subordinated to all of the Company’s indebtedness that is secured by the Company’s assets to the extent of the value of the collateral securing such indebtedness.

See also in the accompanying prospectus under the caption “Description of WPC Finance Debt Securities and the Guarantee.”

Issuance in euro