WP Glimcher Announces Redemption of Series G Preferred Shares
COLUMBUS, Ohio— March 12, 2015 — Washington Prime Group Inc. (d/b/a WP Glimcher) (NYSE: WPG), announced today that it intends to redeem all of its issued and outstanding 8.125% Series G Cumulative Redeemable Preferred Stock (the “Series G Shares”) (CUSIP: 92939N 201). All of the 4,700,000 issued and outstanding Series G Shares will be redeemed. Holders of Series G Shares through the Depository Trust Company will be redeemed in accordance with the applicable procedures of the Depository Trust Company.
Each Series G Share was originally converted from one issued and outstanding 8.125% Series G Cumulative Redeemable Preferred Share of Glimcher Realty Trust (“Glimcher”) as a result of the merger of Glimcher with Washington Prime Group Inc. on January 15, 2015 (the “Merger”).
The redemption date will be April 15, 2015. The Series G Shares will be redeemed at a redemption price of $25.00 per share, plus accumulated and unpaid distributions up to, but excluding, the redemption date, in an amount equal to $0.5868 per share, for a total payment of $25.5868 per share. This redemption price includes the first quarter dividend of $0.5078 per share that was declared on February 24, 2015 to holders of record of such Series G Shares on March 31, 2015. The redemption price for the Series G Shares will be payable in cash, without interest as soon as practicable after the redemption date. After the redemption date, distributions on Series G Shares will cease to accrue, such shares shall no longer be deemed outstanding and all rights of the holders in respect of such shares being redeemed will terminate, except for the right to receive the redemption price, without interest thereon. Because the redemption of the Series G Shares is a redemption in full, trading of the Series G Shares on the NYSE will cease after the redemption date.
As specified in each notice of redemption, payment of the applicable redemption price will result from the Series G Shares being debited from such holder’s book-entry account with the Company’s transfer agent and payment by check mailed to the respective holder’s address of record or pursuant to applicable procedures of the Depository Trust Company on or after the redemption date. The Company’s transfer agent is Computershare Trust Company, N.A., attention: Corporate Actions, at 250 Royall Street, Canton, MA 02021. Questions regarding the redemption of the Series G Shares, or the procedures therefore, may be directed to Computershare Trust Company, N.A. at 800.546.5141.
The Series G Shares trade on the New York Stock Exchange (“NYSE”) under the symbol “WPGPRG.”
The aggregate amount to be paid to effect the redemptions of the Series G Shares will be approximately $120.3 million, which will be funded with cash on hand.
About WP Glimcher
WP Glimcher (NYSE: WPG) is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed use, open-air and enclosed regional malls as well as community centers. WP Glimcher owns and manages 121 shopping centers totaling more than 68 million square feet diversified by size, geography and tenancy. WP Glimcher combines a national real estate portfolio with an investment grade balance sheet and plans to leverage its expertise across the entire shopping center sector to increase cash flow through rigorous asset management of existing assets. WP Glimcher is the d/b/a for Washington Prime Group Inc.
Forward Looking Statements
This news release contains certain forward-looking statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Washington Prime Group Inc. (the “Company”) believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: the ability to meet debt service requirements; the availability of financing; changes in the Company’s credit ratings; changes in market rates of interest; the ability to hedge interest rate risk; risks associated with the acquisition, development and expansion of properties; dependency on key management personnel; ability to raise capital and to generate sufficient revenue from operations to pay distributions to shareholders; risks related to the Merger including the ability to maintain the qualification as a REIT, to effectively integrate the business with that of Glimcher and to attract and retain key employees; the Company’s high level of indebtedness following the Merger; the impact of restrictive covenants in the agreements that govern the Company’s indebtedness; limited history operating as an independent company; risks related to separation from Simon Property Group Inc. (“SPG”) including dependency on SPG to provide certain services and potential indemnification liabilities; risks related to the accuracy of due diligence review of acquisition opportunities or other transactions; the ability to engage in desirable strategic capital-raising transactions; risks related to the Company’s ability to qualify as a REIT including unexpected income tax liability and potential delisting from the NYSE if the Company fails to maintain such qualification; the impact of REIT distribution requirements on liquidity and the business plan; general risks related to retail real estate including the ability to renew leases or lease new properties on favorable terms, dependency on anchor stores or major tenants and on the level of revenues realized by tenants; the liquidity of real estate investments; environmental liabilities; international, national, regional and local economic climates; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; risks relating to joint venture properties including the limited control with respect to properties that are partially owned or managed by third parties; intensely competitive market environment in the retail industry; costs of common area maintenance and the ability to obtain reimbursements from tenants for such costs; changes in laws and regulations governing the business; insurance costs and coverage; the ability to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act; the risk that shareholders ownership may be diluted in the future; the possibility that certain provisions in the amended and restated articles of incorporation and bylaws and provisions of Indiana law might prevent or delay an acquisition of the Company; the influence substantial shareholders may exert over the Company; terrorist activities; changes in economic and market conditions; and maintenance of the status as a real estate investment trust. These and other risks and uncertainties are discussed under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K. The Company may update that discussion in subsequent Quarterly Reports on Form 10-Q, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
Visit WP Glimcher at: www.wpglimcher.com