WPG Washington Prime Group Inc

Item 8.01. Other Events.

 

As previously reported, on March 16, 2021, Washington Prime Group, L.P. (“WPG L.P.”), the operating partnership of Washington Prime Group Inc. (the “Company”), entered into (i) a forbearance agreement with certain beneficial owners (the “Forbearing Noteholders”) of WPG L.P.’s Senior Notes due 2024 (the “Notes”) with respect to certain defaults or events of default under the indenture governing the Notes (as supplemented, the “Indenture”) and (ii) forbearance agreements (each, as amended, a “Forbearance Agreement”) with certain lenders (the “Forbearing Lenders”) with respect to certain defaults or events of default under the agreements governing WPG L.P.’s corporate credit facilities (each, a “Credit Agreement”).

 

We expect to experience a default or event of default, among other things, (i) related to the maintenance of our Total Unencumbered Assets compared to our Total Unsecured Indebtedness as set forth in the Indenture and (ii) related to the maintenance of (a) our Total Adjusted Outstanding Indebtedness compared to our Capitalization Value and (b) our Total Outstanding Unsecured Indebtedness to our Unencumbered Capitalization Value, each as set forth in the applicable Credit Agreement (collectively, the “Covenant Defaults”).

 

On May 7, 2021, the Company, the Forbearing Noteholders and the Forbearing Lenders, respectively, agreed to amend each Forbearance Agreement to include forbearance from the Forbearing Noteholders and Forbearing Lenders, as applicable, exercising any rights and remedies under the Indenture and the Credit Agreements with respect to the Covenant Defaults prior to the earlier of May 12, 2021 at 11:59 p.m., Eastern time, and the occurrence of any of the specified early termination events described in the applicable Forbearance Agreement.

 

The Company is continuing to engage in negotiations and discussions with the Forbearing Noteholders and Forbearing Lenders to restructure its capital structure.