SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents to which this joint proxy statement/prospectus refers to fully understand the Merger and the REIT Conversion. In particular, you should read the annexes attached to this joint proxy statement/prospectus, including the Merger Agreement and the REIT Conversion Agreement, which are attached as Annexes A and B, respectively, as they are the legal documents that govern the Merger and the W. P. Carey Merger. You also should read the W. P. Carey Inc. Charter and the W. P. Carey Inc. Bylaws, attached as Annexes F and G, respectively, as they are the legal documents that will govern your rights as a stockholder of W. P. Carey Inc. following the Merger and the REIT Conversion. See the section entitled “Where You Can Find More Information.” For a discussion of the risk factors that you should carefully consider, see the section entitled “Risk Factors.”

The Companies

W. P. Carey & Co. LLC

50 Rockefeller Plaza

New York, New York 10020

(212) 492-1100

W. P. Carey provides long-term financing via sale-leaseback and build-to-suit transactions for companies worldwide and manages a global investment portfolio. W. P. Carey invests primarily in commercial properties domestically and internationally that are generally triple-net leased to single corporate tenants, which requires each tenant to pay substantially all of the costs associated with operating and maintaining the property. W. P. Carey also earns revenue as the advisor to the CPA^® REITs and invests in similar properties. W. P. Carey is currently the advisor to the following CPA^® REITs: CPA^®:15, CPA^®:16—Global and CPA^®:17—Global. W. P. Carey is also the advisor to CWI, which W. P. Carey formed in March 2008 for the purpose of acquiring interests in lodging and lodging-related properties.

Collectively, at March 31, 2012, W. P. Carey owned and managed over 970 properties domestically and internationally, including its owned portfolio. W. P. Carey’s portfolio was comprised of its full or partial ownership interest in 156 properties, substantially all of which were triple-net leased to 72 tenants, and totaled approximately 12.0 million square feet (on a pro rata basis) with an occupancy rate of approximately 93%. In addition, through its Carey Storage and Livho subsidiaries, W. P. Carey had interests in 21 self-storage properties and a hotel property, respectively, with an aggregate of approximately 0.8 million square feet (on a pro rata basis) at March 31, 2012.

Most of W. P. Carey’s properties were either acquired as a result of its consolidation with certain affiliated Corporate Property Associates limited partnerships or subsequently acquired from other CPA^® REIT programs in connection with the provision of liquidity to stockholders of those CPA^® REITs. Because its advisory agreements with each of the existing CPA^® REITs and CWI require that W. P. Carey use its best efforts to present to them a continuing and suitable program of investment opportunities that meet their investment criteria, W. P. Carey generally provides investment opportunities to these funds first and earn revenues from transaction and asset management services performed on their behalf. W. P. Carey’s principal focus on its owned real estate portfolio in recent years has therefore been on enhancing the value of its existing properties. Under the advisory agreements with the CPA^® REITs and CWI, W. P. Carey performs various services, including but not limited to the day-to-day management of the CPA^® REITs and CWI and transaction-related services, for which W, P. Carey earns revenue. The advisory agreements allow W. P. Carey to elect to receive stock in lieu of cash for any revenue due from the CPA^® REITs and CWI. W. P. Carey also receives a percentage of distributions of

available cash from the operating partnerships of CPA^®:16—Global, CPA^®:17—Global and CWI. W. P. Carey may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to the stockholders of the CPA^® REITs and CWI. The CPA^® REITs and CWI also reimburse W. P. Carey for certain costs, primarily broker-dealer commissions paid on their behalf and marketing and personnel costs. As a result of electing to receive certain payments for services in shares, W. P. Carey holds ownership interests in the CPA^® REITs and CWI.

W. P. Carey was formed as a limited liability company under the laws of Delaware on July 15, 1996. On January 1, 1998 the limited partnership interests of nine CPA^® partnerships were combined and became listed on the NYSE under the name “Carey Diversified” and the symbol “CDC.” In 2000, Carey Diversified merged with W. P. Carey after W. P. Carey became listed on the NYSE under the symbol “WPC.”

At March 31, 2012, W. P. Carey employed 214 individuals through its wholly-owned subsidiaries. W. P. Carey’s website is www.wpcarey.com. On the website, investors can find press releases, financial filings and other information about W. P. Carey. The SEC website, www.sec.gov, also offers access to reports and documents that W. P. Carey has electronically filed with or furnished to the SEC. These website addresses are not intended to function as hyperlinks, and the information contained on W. P. Carey’s website and in the SEC’s website is not intended to be a part of this joint proxy statement/prospectus.

Corporate Property Associates 15 Incorporated

50 Rockefeller Plaza

New York, New York 10020

(212) 492-1100

CPA^®:15 is a publicly owned, non-listed REIT that primarily invests in commercial properties leased to companies both domestically and internationally. At March 31, 2012, CPA^®:15’s portfolio consisted of full or partial ownership interest in 313 properties, substantially all of which were triple-net leased to 76 tenants and totaled approximately more than 28.0 million square feet (on a pro rata basis). CPA^®:15’s core investment strategy is to own and manage a portfolio of properties leased to a diversified group of companies on a single tenant net lease basis. CPA^®:15’s triple-net leases generally require the tenant to pay substantially all of the costs associated with operating and maintaining the property such as maintenance, insurance, taxes, structural repairs and other operating expenses.

CPA^®:15 is managed by W. P. Carey through certain of its wholly-owned subsidiaries. W. P. Carey provides both strategic and day-to-day management services for CPA^®:15, including capital funding services, investment research and analysis, investment financing and other investment-related services, asset management, disposition of assets, investor relations and administrative services. W. P. Carey also provides office space and other facilities for CPA^®:15. CPA^®:15 pays asset management fees and certain transactional fees to W. P. Carey and also reimburses W. P. Carey for certain expenses incurred in providing services, including those associated with providing personnel for the administration of CPA^®:15’s operations.

CPA^®:15 was formed as a Maryland corporation in February 2001. In two offerings, between November 2001 and August 2003, CPA^®:15 sold a total of 104,617,606 shares of its common stock for a total of $1.0 billion in gross offering proceeds. Through December 31, 2011, CPA^®:15 also issued 15,161,997 shares ($172.3 million) through the CPA^®:15 DRIP. CPA^®:15 repurchased 16,524,274 shares ($173.9 million) under its redemption plan from inception through December 31, 2011. In June 2009, as a result of redemptions reaching the 5% limitation under the terms of its redemption plan and CPA^®:15’s desire to preserve capital and liquidity, CPA^®:15’s board of directors suspended its redemption plan, effective for all redemption requests received subsequent to June 1, 2009, with limited exceptions in cases of death, qualifying disability or confinement to a long-term care facility. The suspension will remain in effect until its board of directors, in its discretion, determines to reinstate the plan.

W. P. Carey Inc.

50 Rockefeller Plaza

New York, New York 10020

(212) 492-1100

W. P. Carey Inc. is a wholly-owned subsidiary of W. P. Carey and was incorporated in Maryland as W. P. Carey REIT, Inc. on February 15, 2012 with the purpose of succeeding and continuing the business of W. P. Carey. Prior to the Merger and the REIT Conversion, W. P. Carey Inc. will conduct no business other than that incident to the REIT Conversion. Following completion of the Merger and the REIT Conversion, W. P. Carey Inc. will succeed to and continue the businesses of W. P. Carey and CPA^®:15. There will be no fundamental change to the core investment strategies and methods of operation of either W. P. Carey or CPA^®:15. The combined company’s board of directors and senior management team will consist of members of the board of directors and senior management team of W. P. Carey immediately prior to the Merger and the REIT Conversion. The former equity holders of W. P. Carey and CPA^®:15 will own approximately 59% and 41%, respectively, of W. P. Carey Inc. The combined company will own and operate properties encompassing approximately 42.0 million square feet diversified across geographies, industries and property types in the U.S. and European markets. As of March 31, 2012, the pro forma combined portfolio was more than 95% leased.

CPA^®:15 Holdco, Inc.

50 Rockefeller Plaza

New York, New York 10020

(212) 492-1100

CPA^®:15 Holdco, Inc. is a wholly-owned subsidiary of CPA^®:15 and was incorporated in Maryland on February 16, 2012 with the sole purpose of engaging in the Merger. CPA^®:15 Holdco will conduct no business other than that incident to the Merger.

The Merger

The board of directors of W. P. Carey has determined that the Merger satisfies many objectives of W. P. Carey for its growth and future return to its shareholders. The principal reasons for the board of directors of W. P. Carey entering into the Merger Agreement are:

The board of directors of W. P. Carey also considered a number of potentially negative factors about the Merger, including:

At a meeting on February 17, 2012, the CPA^®:15 board of directors and CPA^®:15 special committee unanimously determined that the Merger is advisable and directed that a proposal to approve the Merger be submitted to CPA^®:15’s stockholders at a special meeting of stockholders. In making their determination, the CPA^®:15 board of directors and CPA^®:15 special committee considered a variety of factors, including the following:

The board of directors of CPA^®:15 also considered a number of potentially negative factors about the Merger, including:

The foregoing discussion of the factors considered by the CPA^®:15 board of directors and the CPA^®:15 special committee is not intended to be exhaustive but rather summarizes the material factors considered by the CPA^®:15 board of directors and the CPA^®:15 special committee. In view of the wide variety of factors considered, the CPA^®:15 board of directors and the CPA^®:15 special committee did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual directors may have given different weights to different factors. The CPA^®:15 board of directors and the CPA^®:15 special committee considered the positive and negative factors relating to the Merger and the related transactions and believed the negative factors to be outweighed by the positive factors.

The Merger Agreement

The board of directors of each of W. P. Carey and CPA^®:15 has approved the Merger. Each share of CPA^®:15 common stock outstanding immediately prior to the Merger, other than shares owned by holders of CPA^®:15 common stock who perfect their appraisal rights, will be converted into one share of common stock of CPA^®:15 Holdco, and immediately thereafter into consideration valued at approximately $11.97 per share (based on the closing price of $46.08 per W. P. Carey listed share on the NYSE on July 23, 2012, the last practicable date before the printing of this joint proxy statement/prospectus), consisting of (i) $1.25 in cash and (ii) 0.2326 shares of W. P. Carey Inc. common stock. Each share of CPA^®:15 common stock that is owned by W. P. Carey or any W. P. Carey subsidiary immediately prior to the effective time of the Merger will automatically be canceled and retired and will cease to exist and neither W. P. Carey nor any W. P. Carey subsidiary will receive any Merger Consideration for those shares.

W. P. Carey intends to fund the cash portion of the Merger Consideration with borrowings from a term loan to be made pursuant to its amended and restated credit agreement dated as of February 17, 2012. In the event that W. P. Carey is unable to borrow under the term loan, W. P. Carey will fund the cash portion of the Merger Consideration by borrowing under its existing lines of credit, which have sufficient availability to cover such amounts. The Merger is not subject to a financing condition.

The closing of the Merger is subject to the satisfaction or waiver of several conditions at or prior to the closing date, including:

Either W. P. Carey or CPA^®:15 can terminate the Merger Agreement at any time prior to the effective time of the Merger:

provided further that the termination date of September 30, 2012 shall be automatically extended until October 31, 2012 (the “Extended Termination Date”), if the condition to closing with respect to the obtaining of all consents, approvals, permits and authorizations from governmental entities is not capable of being satisfied as of September 30, 2012, but is reasonably likely to be satisfied by the Extended Termination Date;

CPA^®:15 has agreed to pay W. P. Carey’s out-of-pocket expenses (including, without limitation, all attorneys’, accountants’ and investment bankers’ fees and expenses), if the Merger Agreement is terminated (i) by W. P. Carey, due to a breach of any representation, warranty, covenant or agreement on the part of CPA^®:15 or CPA^®:15 Holdco such that the related closing condition is not satisfied by September 30, 2012, (ii) by CPA^®:15, due to CPA^®:15’s board of directors withdrawing its recommendation of the Merger or the Merger Agreement in connection with, or approving or recommending, a CPA^®:15 superior competing transaction or (iii) by W. P. Carey if (y) prior to the meeting of CPA^®:15 stockholders, CPA^®:15’s board of directors has withdrawn or modified in any manner adverse to W. P. Carey its approval or recommendation of the Merger or the Merger Agreement in connection with, or approved or recommended, a CPA^®:15 superior competing transaction or (z) CPA^®:15 has entered into an agreement with respect to a CPA^®:15 superior competing transaction.

W. P. Carey has agreed to pay CPA^®:15’s out-of-pocket expenses (including, without limitation, all attorneys’, accountants’, investment bankers’ and CPA^®:15 special committee fees and expenses), if the Merger Agreement is terminated (i) by CPA^®:15, due to a breach of any representation, warranty, covenant or agreement on the part of W. P. Carey, W. P. Carey Inc. or CPA^®:15 Merger Sub such that the related closing condition is not satisfied by September 30, 2012 or (ii) by CPA^®:15 or W. P. Carey, due to the failure of the W. P. Carey shareholders to approve the Merger and the failure to adopt the REIT Conversion Agreement and approve the W. P. Carey Merger.

Except as set forth above, W. P. Carey and CPA^®:15 will each pay their own out-of-pocket costs and expenses incurred in connection with the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. W. P. Carey and CPA^®:15 shall each bear one-half of the costs of filing, printing and mailing this joint proxy statement/prospectus.

REIT Conversion

The board of directors of W. P. Carey has approved a plan to reorganize its business operations to facilitate the qualification of W. P. Carey Inc., as the successor of its assets and business operations following the REIT Conversion, as a REIT for federal income tax purposes. The REIT Conversion is designed to enable W. P. Carey Inc. to hold its assets and business operations in a manner that will enable W. P. Carey Inc. to elect to be treated as a REIT for federal income tax purposes. If W. P. Carey Inc. qualifies as a REIT, it generally will not be subject to federal corporate income taxes on that portion of its capital gain and ordinary income from its REIT operations that is distributed to its stockholders. This treatment would substantially eliminate the federal “double taxation” on earnings from REIT operations, or taxation once at the corporate level and again at the stockholder level, that generally results from an investment in a regular C corporation. However, as explained more fully below, W. P. Carey Inc.’s non-REIT operations, which consist primarily of its investment management business, would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those operations are located. W. P. Carey Inc. will also own real estate in certain foreign jurisdictions and such assets will be subject to tax in these jurisdictions.

The completion of the REIT Conversion is a condition to the closing of the Merger. The W. P. Carey board of directors reserves the right to abandon the REIT Conversion even if its shareholders vote to adopt the REIT Conversion Agreement and approve the W. P. Carey Merger and the other conditions to the completion of the REIT Conversion are satisfied or waived if the board determines, in its sole discretion, that the REIT Conversion is no longer in the best interests of W. P. Carey and its shareholders.

W. P. Carey estimates that its one-time transaction costs incurred in connection with the Merger and the REIT Conversion will be approximately $18.0 million in the aggregate.

CPA^®:15 estimates that its one-time transaction costs incurred in connection with the Merger will be approximately $10.0 million in the aggregate.

Recommendation of the Board of Directors of W. P. Carey

AT A MEETING ON FEBRUARY 17, 2012, W. P. CAREY’S BOARD OF DIRECTORS VOTED UNANIMOUSLY TO APPROVE AND DECLARE ADVISABLE BOTH THE MERGER AND THE W. P. CAREY MERGER. W. P. CAREY’S BOARD OF DIRECTORS BELIEVES THAT BOTH THE MERGER AND THE W. P. CAREY MERGER ARE IN THE BEST INTERESTS OF W. P. CAREY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT W. P. CAREY SHAREHOLDERS VOTE FOR THE APPROVAL OF THE MERGER AND FOR THE ADOPTION OF THE REIT CONVERSION AGREEMENT AND APPROVAL OF THE W. P. CAREY MERGER.

Recommendation of the Board of Directors of CPA^®:15

AT A MEETING ON FEBRUARY 17, 2012, CPA^®:15’S BOARD OF DIRECTORS, AFTER RECEIVING THE RECOMMENDATION OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS OF CPA^®:15’S BOARD OF DIRECTORS, VOTED UNANIMOUSLY TO APPROVE AND DECLARED ADVISABLE THE MERGER. CPA^®:15’S BOARD OF DIRECTORS BELIEVES THAT THE MERGER IS IN THE BEST INTERESTS OF CPA^®:15 AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT CPA^®:15 STOCKHOLDERS VOTE FOR THE APPROVAL OF THE MERGER.

Vote Required

The affirmative vote of shareholders entitled to cast a majority of the outstanding W. P. Carey listed shares entitled to vote and the affirmative vote of stockholders entitled to cast a majority of the outstanding shares of CPA^®:15 common stock entitled to vote are required for the approval of the Merger. The CPA^®:15 Bylaws prohibit any of its directors or affiliates, including W. P. Carey, from voting their shares on any matters submitted to

stockholders regarding any transaction between CPA^®:15 and its advisor, or any of its directors or affiliates, including W. P. Carey; however, these shares are considered to be outstanding and eligible to vote for the purposes of determining whether the requisite stockholder approval has been obtained and therefore will have the effect of counting as votes against the Merger. As of the close of business on the CPA^®:15 record date, CPA^®:15’s directors and affiliates, including W. P. Carey and its subsidiaries, owned 10,418,731.366 shares of CPA^®:15 common stock, or approximately 7.92% of the outstanding shares of CPA^®:15 common stock. Abstentions and “broker non-votes,” if any, will have the effect of a vote against the proposal to approve the Merger.

The affirmative vote of shareholders entitled to cast a majority of the outstanding W. P. Carey listed shares entitled to vote is required for the adoption of the REIT Conversion Agreement and approval of the W. P. Carey Merger. Abstentions and “broker non-votes,” if any, will have the effect of a vote against the proposal to adopt the REIT Conversion Agreement and approve the W. P. Carey Merger.

The affirmative vote of shareholders entitled to cast a majority of the outstanding W. P. Carey listed shares entitled to vote and the affirmative vote of stockholders entitled to cast a majority of the outstanding shares of CPA^®:15 common stock entitled to vote are required for the approval of the proposal to transact such other business as may properly come before W. P. Carey’s and CPA^®:15’s special meetings or any adjournment or postponement of such special meetings, including, without limitation, a motion to adjourn the special meetings to another time for the purpose of soliciting additional proxies.

Date, Time, Place and Purpose of Special Meeting

The special meeting of shareholders of W. P. Carey will be held on September 13, 2012, at 5 p.m. Eastern Time, at the offices of Clifford Chance US LLP for the following purposes: (i) to consider and vote upon a proposal to approve the Merger; (ii) to consider and vote upon a proposal to adopt REIT Conversion Agreement and approve the W. P. Carey Merger; and (iii) to transact such other business as may properly come before W. P. Carey’s special meeting or any adjournments or postponements of the special meeting, including, without limitation, a motion to adjourn the special meeting to another time for the purpose of soliciting additional proxies to approve the various proposals.

The special meeting of stockholders of CPA^®:15 will be held on September 13, 2012, at 3 p.m., Eastern Time, at the offices of Clifford Chance US LLP for the following purposes: (i) to consider and vote upon a proposal to approve the Merger; and (ii) to transact such other business as may properly come before CPA^®:15’s special meeting or any adjournments or postponements of the special meeting, including, without limitation, a motion to adjourn the special meeting to another time for the purpose of soliciting additional proxies to approve the various proposals.

W. P. Carey Shareholders and CPA^®:15 Stockholders Entitled to Vote

The W. P. Carey board of directors has fixed the close of business on July 16, 2012 as the record date for the determination of W. P. Carey shareholders entitled to receive notice of, and to vote at, the W. P. Carey special meeting. As of the record date, there were 40,358,186 W. P. Carey listed shares outstanding and entitled to vote and 36,551 holders of record.

The CPA^®:15 board of directors has fixed the close of business on July 23, 2012 as the record date for the determination of CPA^®:15 stockholders entitled to receive notice of, and to vote at, the CPA^®:15 special meeting. As of July 23, 2012, there were 131,598,907.515 shares of CPA^®:15 common stock outstanding, held by 37,099 holders of record. Each outstanding share of CPA^®:15 common stock on the record date, is entitled to one vote on each proposal submitted to stockholders for consideration. The CPA^®:15 Bylaws prohibit any of its

directors or affiliates, including W. P. Carey, from voting their shares on any matters submitted to stockholders regarding any transaction between CPA^®:15 and its advisor, or any of its directors or affiliates, including W. P. Carey; however, these shares are considered to be outstanding and eligible to vote for the purposes of determining whether the requisite stockholder approval has been obtained and therefore will have the effect of counting as votes against the Merger. As of the close of business on the record date, CPA^®:15’s directors and affiliates, including W. P. Carey and its subsidiaries, owned 10,418,731.366 shares of CPA^®:15 common stock, or approximately 7.92% of the outstanding shares of CPA^®:15 common stock.

Voting Agreement

On July 23, 2012, W. P. Carey and W. P. Carey Inc. entered into a Voting Agreement (the “Voting Agreement”) with the Estate of Wm. Polk Carey and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate. (together with the Estate, the “Estate Shareholders”). Pursuant to the terms of the Voting Agreement, the Estate Shareholders have agreed to, among other things, vote (or cause to be voted) any and all W. P. Carey listed shares and any and all shares of W. P. Carey Inc. common stock beneficially owned by the Estate Shareholders as of the date of the Voting Agreement or subsequently acquired or beneficially owned by the Estate Shareholders in favor of: (i) the adoption of the REIT Conversion Agreement and the approval of each of the actions contemplated by the REIT Conversion Agreement, including the W. P. Carey Merger, and (ii) the adoption of the Merger Agreement and the approval of each of the actions contemplated by the Merger Agreement, including, among other things, the Merger. As of June 30, 2012 the W. P. Carey listed shares beneficially owned by the Estate Shareholders represented in the aggregate approximately 28.91% of the outstanding W. P. Carey listed shares. The Voting Agreement and other related documents are more fully described below in the section entitled “The Combined Company—Certain Relationships and Related Transactions—Estate of Wm. Polk Carey.”

Opinion of Financial Advisor to W. P. Carey

In connection with the Merger, W. P. Carey’s financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), delivered a written opinion, dated February 17, 2012, to the W. P. Carey board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to W. P. Carey of the Merger Consideration to be paid by W. P. Carey. The full text of BofA Merrill Lynch’s written opinion, dated February 17, 2012, is attached as Annex C to this joint proxy statement/prospectus and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to the W. P. Carey board of directors for the benefit and use of the W. P. Carey board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view to W. P. Carey. BofA Merrill Lynch’s opinion did not address any other aspect of the Merger or any related transactions and no opinion or view was expressed as to the relative merits of the Merger and related transactions in comparison to other strategies or transactions that might be available to W. P. Carey or in which W. P. Carey might engage or as to the underlying business decision of W. P. Carey to proceed with or effect the Merger and related transactions. BofA Merrill Lynch also expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Merger or any related matter.

Opinion of Financial Advisor to the Special Committee and Board of Directors of CPA^®:15

At a meeting of the special committee of CPA^®:15’s board of directors on February 17, 2012, Deutsche Bank Securities Inc. (“Deutsche Bank”), delivered its oral opinion, subsequently confirmed in writing, dated as of February 17, 2012, to the special committee and board of directors of CPA^®:15 that, as of that date, based upon and subject to the various considerations, assumptions and limitations set forth in the opinion, the Merger Consideration to be received by CPA^®:15 stockholders (other than W. P. Carey or any subsidiary of W. P. Carey that holds CPA^®:15 common stock) in connection with the Merger is fair to such stockholders from a financial point of view.

The full text of Deutsche Bank’s opinion, which sets forth, among other things, assumptions made, procedures followed, matters considered, and limitations of the scope of the review undertaken by Deutsche Bank in rendering its opinion, is attached as Annex D to this joint proxy statement/prospectus. CPA^®:15’s stockholders are urged to, and should, read Deutsche Bank’s opinion carefully and in its entirety. Deutsche Bank’s opinion was directed to CPA^®:15’s special committee and its board of directors and is not intended to be, and does not constitute, a recommendation to CPA^®:15’s special committee, CPA^®:15’s board of directors or CPA^®:15 to proceed with the Merger, nor does it constitute a recommendation to any CPA^®:15 stockholder as to how they should vote on, or take any other action with respect to, the Merger. The summary of Deutsche Bank’s opinion set forth in this joint proxy statement/prospectus is qualified by reference to the full text of such opinion.

CPA^®:15 Real Estate Portfolio Appraisal

Stanger was engaged by CPA^®:15 to appraise the CPA^®:15 real estate portfolio and has delivered its opinion, based upon the review, analysis, scope and assumptions and limitations described in its report and summarized in this joint proxy statement/prospectus of the market value of the CPA^®:15 portfolio as of September 30, 2011. CPA^®:15 selected Stanger to provide the appraisal because of its reputation and experience in valuing assets similar to those in the CPA^®:15 real estate portfolio. Additionally, in selecting Stanger, the CPA^®:15 special committee and W. P. Carey, as CPA^®:15’s advisor, considered factors such as the appraisal fee quoted by Stanger relative to historical fees paid by CPA^®:15 to similar third-party appraisal firms, as well as the high level of service offered by Stanger.

The appraisal reflects Stanger’s valuation of the CPA^®:15 real estate portfolio as of September 30, 2011 in the context of the information available at or around such date. Events occurring after such date could affect the assumptions used in preparing the appraisal and/or the CPA^®:15 portfolio value opinion. Stanger has no obligation to update its appraisal on the basis of subsequent events.

Board of Directors and Management of W. P. Carey Inc.

The board of directors and executive management of W. P. Carey immediately prior to the REIT Conversion and the Merger will be the board of directors and executive management, respectively, of W. P. Carey Inc. immediately following the Merger and the REIT Conversion.

Regulatory Approvals

We are not aware of any federal, state or local regulatory requirements that must be complied with or approvals that must be obtained prior to the effective times of the transactions contemplated by the Merger Agreement and the REIT Conversion Agreement, other than compliance with applicable federal and state securities laws, the filing of a certificate or articles of merger as required under the Delaware Limited Liability Company Act (the “DLLCA”) and the MGCL, respectively, and obtaining various state governmental authorizations.

Comparison of Rights of CPA^®:15 Stockholders and W. P. Carey Inc. Stockholders

The rights of holders of CPA^®:15 common stock are currently governed by the MGCL, the CPA^®:15 Charter and the CPA^®:15 Bylaws. If the Merger is approved by the shareholders of W. P. Carey and the stockholders of CPA^®:15 and subsequently completed, all existing CPA^®:15 stockholders will become stockholders of W. P. Carey Inc. and their rights as stockholders of W. P. Carey Inc. will be governed by the MGCL, the W. P. Carey Inc. Charter and the W. P. Carey Inc. Bylaws. Some important differences exist between your rights as a holder of CPA^®:15 common stock and your rights as a holder of W. P. Carey Inc. common stock. For more detail regarding the differences between your rights as a holder of CPA^®:15 common stock and your rights as a holder of W. P. Carey Inc. common stock, see the sections entitled “Description of W. P. Carey Inc. Shares” and “Comparison of Rights of CPA^®:15 Stockholders and W. P. Carey Inc. Stockholders.”

The W. P. Carey Inc. Charter and W. P. Carey Inc. Bylaws are attached as Annex F and Annex G to this joint proxy statement/prospectus, respectively.

Comparison of Rights of Shareholders of W. P. Carey and Stockholders of W. P. Carey Inc.

The rights of holders of W. P. Carey listed shares are currently governed by the DLLCA, the W. P. Carey LLC Agreement and the W. P. Carey Bylaws. If the REIT Conversion Agreement is adopted and the W. P. Carey Merger is approved by W. P. Carey’s shareholders and the REIT Conversion is completed, all existing W. P. Carey shareholders will become stockholders of W. P. Carey Inc. and their rights as a stockholder of W. P. Carey Inc. will be governed by the MGCL, the W. P. Carey Inc. Charter and the W. P. Carey Inc. Bylaws. Some important differences exist between your rights as a holder of W. P. Carey listed shares and your rights as a holder of W. P. Carey Inc. common stock.

One major difference is that, to satisfy REIT requirements under the Code and to address other concerns relating to stock ownership in W. P. Carey Inc., the W. P. Carey Inc. Charter generally prohibits any stockholder from either (i) owning more than 7.9% in value or in number of shares, whichever is more restrictive, of the aggregate outstanding shares of stock of W. P. Carey Inc. excluding any outstanding shares of W. P. Carey Inc.’s stock not treated as outstanding for federal income tax purposes or (ii) owning more than 7.9% in value or in number of shares, whichever is more restrictive, of the aggregate outstanding shares of W. P. Carey Inc.’s common stock excluding any outstanding shares of W. P. Carey Inc. common stock not treated as outstanding for federal income tax purposes. These limitations are subject to exemption or modification by the board of directors of W. P. Carey Inc., and the board intends to grant the estate of Wm. Polk Carey, prior to the consummation of the REIT Conversion and the Merger, an exemption to own up to 18.0% of the aggregate outstanding shares of W. P. Carey Inc. common stock or any other outstanding class or series of W. P. Carey Inc.’s stock. For more detail regarding the differences between your rights as a holder of W. P. Carey listed shares and your rights as a holder of W. P. Carey Inc. common stock, see the sections entitled “Description of W. P. Carey Inc. Shares” and “Comparison of Rights of Shareholders of W. P. Carey and Stockholders of W. P. Carey Inc.”

The W. P. Carey Inc. Charter and W. P. Carey Inc. Bylaws are attached as Annex F and Annex G to this joint proxy statement/prospectus, respectively.

Material Federal Income Tax Consequences of the Merger and the REIT Conversion

As a condition to and prior to the closing of the Merger, (i) W. P. Carey Inc. and CPA^®:15 Merger Sub shall receive an opinion of Clifford Chance US LLP, relying on customary assumptions and representations of CPA^®:15, to the effect that, at all times since its taxable year ended December 31, 2008 through the closing date of the Merger, CPA^®:15 has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (ii) W. P. Carey Inc., W. P. Carey and CPA^®:15 Merger Sub shall receive an opinion from DLA Piper LLP (US) to the effect that for federal income tax purposes (A) the mergers of Carey REIT II Holdings, Inc., Carey REIT III, Inc., 308 Route 38, Inc. and Keystone Capital Company, Inc. with Merger Sub 2 Inc. in the REIT Conversion will each qualify as a reorganization under Section 368(a) of the Code; (B) the merger of CAM with a wholly-owned subsidiary of W. P. Carey Inc. in the reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code; (C) the transfer of shares of BV to W. P. Carey Inc. by operation of law pursuant to the REIT Conversion should qualify as a transfer under Section 351 of the Code; and (D) the deemed distribution of voting stock of W. P. Carey Inc. to W. P. Carey’s partners should be tax-free under Treasury Regulation section 1.731-2(d)(1)(ii) to the extent W. P. Carey received the voting shares of W. P. Carey Inc. in non-recognition transactions.

Clifford Chance US LLP is of the opinion that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, holders of CPA^®:15 common stock will recognize any gain on their CPA^®:15 common stock for federal income tax purposes up to the amount of cash that they receive in

the Merger. Holders of CPA^®:15 common stock generally will not recognize gain in the Merger for federal income tax purposes in excess of the amount of cash received.

As a condition to and prior to the closing of the Merger, Clifford Chance US LLP will provide an opinion to CPA^®:15 and CPA^®:15 Holdco to the effect that each of the merger of CPA^®:15 with and into an indirect and wholly-owned subsidiary of CPA^®:15 and the Merger will qualify as a reorganization under Section 368(a) of the Code. The opinion will rely on customary assumptions and representations of CPA^®:15, CPA^®:15 Holdco, W. P. Carey, W. P. Carey Inc. and CPA^®:15 Merger Sub.

In addition, W. P. Carey’s tax counsel, DLA Piper LLP (US), is of the opinion that the REIT Conversion will be treated for federal income tax purposes as a series of tax-free reorganizations qualifying under Section 368 of the Code followed by a transaction that should be treated as a tax-free contribution of the remaining property of W. P. Carey to W. P. Carey Inc. under Section 351 of the Code and a distribution in complete liquidation of W. P. Carey under Section 731 of the Code. Accordingly, we expect for federal income tax purposes that no gain or loss will be recognized by W. P. Carey or W. P. Carey Inc. as a result of the REIT Conversion and that you will not recognize any gain or loss upon the conversion of your W. P. Carey listed shares into W. P. Carey Inc. common stock except to the extent that your allocable share of W. P. Carey indebtedness exceeds your tax basis in your W. P. Carey shares.

The federal income tax treatment of the Merger and the REIT Conversion to holders of W. P. Carey listed shares, CPA^®:15 common stock and W. P. Carey Inc. common stock depends in some instances on determinations of fact and interpretations of complex provisions of federal income tax law for which no clear precedent or authority may be available. In addition, the tax consequences of the Merger and the REIT Conversion to any particular shareholder or stockholder will depend on your particular tax circumstances. We urge you to consult your tax advisor, particularly if you are a non-U.S. holder, regarding the specific tax consequences, including the federal, state, local and foreign tax consequences, to you in light of your particular investment or tax circumstances of the Merger, the REIT Conversion, and acquiring, holding, exchanging or otherwise disposing of W. P. Carey listed shares, CPA^®:15 common stock and W. P. Carey Inc. common stock.

Qualification of W. P. Carey Inc. Following the REIT Conversion

W. P. Carey Inc. expects to qualify as a REIT for federal income tax purposes beginning with its 2012 taxable year. W. P. Carey Inc. expects the REIT election to be effective from February 15, 2012, the date of incorporation of W. P. Carey Inc. If W. P. Carey Inc. so qualifies, it will be permitted to deduct distributions of taxable income paid to its stockholders, allowing the income represented by such distributions not to be subject to taxation at the entity level and to be taxed only at the stockholder level. Nevertheless, the income of W. P. Carey Inc.’s TRSs, which will hold its assets and operations that may not be REIT compliant as currently structured and operated, and certain REIT assets located in foreign jurisdictions will be subject, as applicable, to federal corporate income tax and to foreign income taxes where those operations are conducted. In addition, W. P. Carey Inc. will be subject to a separate corporate tax on any gain recognized during a specified period (generally ten years) following the REIT Conversion that is attributable to “built-in” gain with respect to its interests in CAM, Carey Management Services, Inc., BV, and Asiainvest LLC, to the extent that interests in W. P. Carey were held, directly or indirectly, by a taxable C corporation at the time of the W. P. Carey Merger.

W. P. Carey Inc.’s ability to qualify as a REIT will depend upon its continuing compliance following the REIT Conversion with various requirements, including requirements related to the nature of its assets, the sources of its income and the distributions to its stockholders. If W. P. Carey Inc. fails to qualify as a REIT, W. P. Carey Inc. will be subject to federal income tax at regular corporate rates. Even if W. P. Carey Inc. qualifies for taxation as a REIT, it may be subject to federal, state, local and foreign taxes on its income and property.

W. P. Carey’s tax counsel, DLA Piper LLP (US), is of the opinion that, after the transactions described in this joint proxy statement/prospectus are completed, W. P. Carey Inc. will be organized in conformity with the requirements for qualification as a REIT under the Code and that its current and anticipated investments and its plan of operation will enable it to meet and continue to meet the requirements for qualification and taxation as a REIT under the Code. W. P. Carey’s tax counsel’s opinions rely on (i) the assumption that the W. P. Carey Inc. Charter, the W. P. Carey Inc. Bylaws, its licenses and all other applicable legal documents have been and will be complied with by all parties to those documents, (ii) the accuracy and completeness of the factual matters described in this joint proxy statement/prospectus, (iii) representations made by W. P. Carey and W. P. Carey Inc. as to certain factual matters relating to W. P. Carey Inc.’s organization and operations and its expected manner of operation and (iv) in part, on an opinion from Clifford Chance US LLP, counsel to CPA^®:15, to the effect that at all times since its taxable year ended December 31, 2008, CPA^®:15 has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code.

The opinions of W. P. Carey’s tax counsel are based upon the law as it will exist as of the date of the opinion, but the law may change in the future, possibly with retroactive effect. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given by DLA Piper LLP (US) or us that W. P. Carey Inc. will so qualify for any particular year. The opinion of DLA Piper LLP (US) as to W. P. Carey Inc.’s qualification as a REIT will be expressed as of the date issued. DLA Piper LLP (US) will have no obligation to advise W. P. Carey Inc. or its stockholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. Also, the opinions of tax counsel are not binding on either the Internal Revenue Service (the “IRS”) or a court, and either could take a position different from that expressed by tax counsel.

Potential Conflicts

In considering the recommendations of W. P. Carey’s board of directors to approve the Merger and adopt the REIT Conversion and approve the W. P. Carey Merger and CPA^®:15’s board of directors to approve the Merger, you should be aware that W. P. Carey, CPA^®:15, and their respective officers and directors may have interests in the proposed transactions that are different from or in addition to your interests as shareholders and stockholders generally. These interests include the following:

The members of W. P. Carey’s and CPA^®:15’s respective boards of directors and the special committee of CPA^®:15’s board of directors were informed of the foregoing potential conflicts, and W. P. Carey’s and CPA^®:15’s board of directors and the special committee of CPA^®:15’s board of directors considered such potential conflicts when they approved the proposals described in this joint proxy statement/prospectus.

Shares Owned by Directors and Executive Officers

As of June 30, 2012, the directors and executive officers of W. P. Carey owned and were entitled to vote 12,947,140 W. P. Carey listed shares, or 31.93% of the shares outstanding on that date entitled to vote with respect to each of the proposals, which includes approximately 28.91% of W. P. Carey listed shares held by the estate of Wm. Polk Carey on such date. Francis J. Carey, Jr., a director of W. P. Carey and co-executor of the estate of Wm. Polk Carey, has shared voting and dispositive power over the W. P. Carey listed shares owned by the estate and therefore may be deemed to beneficially own those shares. As of June 30, 2012, the directors and executive officers of W. P. Carey and directors of CPA^®:15 owned and were entitled to vote 10,418,731.366 shares of CPA^®:15 common stock, or approximately 7.92% of the shares outstanding on that date entitled to vote with respect to each of the proposals. The CPA^®:15 Bylaws prohibit any of its directors or affiliates, including W. P. Carey, from voting their shares on any matters submitted to stockholders regarding any transaction between CPA^®:15 and its advisor, or any of its directors or affiliates, including W. P. Carey; however, these shares are considered to be outstanding and eligible to vote for the purposes of determining whether the requisite stockholder approval has been obtained and therefore will have the effect of counting as votes against the Merger.

We currently expect that each director and executive officer of W. P. Carey will vote the shares of CPA^®:15 common stock beneficially owned by such director or executive officer “FOR” approval of the Merger and “FOR” the proposal to adjourn or postpone the special meeting. We also currently expect that each director and executive officer of W. P. Carey will vote the W. P. Carey listed shares beneficially owned by such director or executive officer “FOR” approval of the Merger and “FOR” adoption of the REIT Conversion Agreement and approval of the W. P. Carey Merger and “FOR” the proposal to adjourn or postpone the special meeting.

On July 23, 2012, W. P. Carey and W. P. Carey Inc. entered into a Voting Agreement with the Estate of Wm. Polk Carey and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate, pursuant to which the Estate and W. P. Carey & Co., Inc. have agreed to vote any and all of the W. P. Carey listed shares that they beneficially own in favor of the approval of the W. P. Carey Merger and the Merger. The W. P. Carey listed shares beneficially owned by the Estate and W. P. Carey & Co., Inc. represent in the aggregate approximately 28.91% of the outstanding W. P. Carey listed shares. The Voting Agreement and other related documents are more fully described below in the section entitled “The Combined Company—Certain Relationships and Related Transactions—Estate of Wm. Polk Carey”.

The independent directors of CPA^®:15 also serve as independent directors of CPA^®:16—Global and CPA^®:17—Global. In order to satisfy the independence requirements set forth in the organizational documents of those CPA^® REITs, the independent directors must divest themselves of the shares of W. P. Carey Inc. common stock that the independent directors will receive in the Merger in respect of their CPA^®:15 common stock.

W. P. Carey Inc. will purchase such shares for cash based on the average closing price of the W. P. Carey Inc. common stock for the five trading days after the closing of the Merger.

Dissenters’ and Appraisal Rights

Under the DLLCA, W. P. Carey shareholders will not be entitled to dissenters’ rights of appraisal as a result of the REIT Conversion.

If you hold CPA^®:15 common stock and do not wish to receive the consideration in the merger of CPA^®:15 with its indirect wholly-owned subsidiary, you are entitled to obtain payment of the fair value of your shares in cash. Your shares will then be known as “objecting shares.” In order to receive payment for objecting shares, you must file a written objection to the Merger at or before CPA^®:15’s special meeting, you must not vote in favor of the Merger, and within 20 days following the date the articles of merger for the merger of CPA^®:15 with its indirect wholly-owned subsidiary are accepted for record by the State Department of Assessments and Taxation of Maryland, you must make a written demand on CPA^®:15 for the payment of your shares of CPA^®:15 common stock, stating the number and class of shares for which you demand payment. Strict compliance with statutory procedures is necessary in order to perfect your rights to an appraisal and to receive fair value for your shares of CPA^®:15 common stock. A copy of the relevant sections of the MGCL is attached to this joint proxy statement/prospectus as Annex E.

Once a demand for cash payment is filed, holders of objecting shares will cease to have any rights of a stockholder, including the right to vote or to receive W. P. Carey Inc. common stock, except the right to receive payment of the fair value of their shares. Once you make a demand for payment, you may withdraw that demand only with the consent of CPA^®:15’s successor. If you do not properly file a written objection to the Merger, if you vote in favor of the Merger, or if you otherwise fail to comply with the requirements of the MGCL, then you will receive one share of CPA^®:15 Holdco common stock, which immediately will be converted into cash in an amount equal to $1.25 per share and 0.2326 shares of W. P. Carey Inc. common stock in the Merger for each share of CPA^®:15 common stock you hold.

If you object to the Merger and demand payment of the fair value of your shares, the fair value will be determined by a court. How the court will value shares of CPA^®:15 common stock cannot be predicted, and the fair value may be higher, lower, or equal in value to the Merger Consideration being paid in the Merger. For more information on rights of appraisal, see “The Merger Agreement—Objecting Stockholders’ Rights of Appraisal.”

SUMMARY FINANCIAL INFORMATION

The following information has been derived from the audited consolidated financial statements of each of W. P. Carey and CPA^®:15 for the five years ended December 31, 2011 and the unaudited consolidated financial statements of each of W. P. Carey and CPA^®:15 for the three months ended March 31, 2012 and 2011. This information is only a summary and should be read in conjunction with the unaudited pro forma financial statements of W. P. Carey Inc. included elsewhere herein, and the historical financial statements and related notes thereto for W. P. Carey and CPA^®:15 included in this joint proxy statement/prospectus.

Selected Historical and Pro Forma Financial Data of W. P. Carey

The unaudited pro forma consolidated operating and balance sheet data is presented as if the Merger and the REIT Conversion occurred on March 31, 2012 for the consolidated balance sheet and January 1, 2011 for the consolidated statements of income. THE PRO FORMA INFORMATION BELOW IS HYPOTHETICAL AND DOES NOT NECESSARILY REFLECT THE FINANCIAL PERFORMANCE THAT WOULD HAVE ACTUALLY RESULTED IF THE MERGER AND THE REIT CONVERSION HAD BEEN COMPLETED ON THOSE DATES. FURTHERMORE, THIS INFORMATION DOES NOT NECESSARILY REFLECT FUTURE FINANCIAL POSITION AND RESULTS OF OPERATIONS IF THE MERGER AND THE REIT CONVERSION ACTUALLY OCCUR.

See “W. P. Carey Inc. Pro Forma Consolidated Financial Statements” and the corresponding Notes to the consolidated financial statements of W. P. Carey included in this joint proxy statement/prospectus for a more detailed explanation of this analysis.

Selected Historical Financial Data of CPA^®:15

The following selected financial data should be read in conjunction with the accompanying unaudited consolidated financial statements of CPA^®:15 and related Notes to the accompanying unaudited consolidated financial statements of CPA^®:15 (in thousands, except per share data):