WPG Washington Prime Group Inc

Item 1.03         Bankruptcy or Receivership.

 

As previously disclosed on June 14, 2021, Washington Prime Group Inc. (the “Company”) and Washington Prime Group, L.P., the operating partnership of the Company (“WPG L.P.”), and certain of their direct and indirect subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Company’s Chapter 11 Cases were jointly administered under the caption “In re: Washington Prime Group Inc., et al.”

 

On September 3, 2021, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Washington Prime Group Inc., and its Debtor Affiliates (the “Plan”). The Company expects that the Effective Date (as defined in the Plan) will occur once all conditions precedent to the Plan have been satisfied.

 

Summary of the Plan

 

The following is a summary of the material terms of the Plan as approved and confirmed by the Bankruptcy Court, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Confirmation Order, which is attached hereto as Exhibit 2.2 and incorporated herein by reference. Among other things, the Plan provides for the following recoveries (in each case, as more fully described in the Plan):

 

 

 

 

 

 

 

 

 

Capital Structure

 

As of August 6, 2021, there were 24,459,645 shares outstanding of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), 180,188 shares outstanding of WPG L.P.’s common units of limited partnership interests, par value $0.0001 per share (the “Common Units,” and together with the Common Stock, the “Common Equity”), 4,000,000 shares outstanding of the Company’s 7.5% Series H cumulative redeemable preferred stock, par value $0.0001 per share (the “Series H. Preferred Stock”), 3,800,000 shares outstanding of the Company’s 6.875% Series I cumulative redeemable preferred stock, par value $0.0001 per share (the “Series I Preferred Stock”), and 130,592 shares outstanding of WPG L.P.’s 7.3% Series I‑1 preferred units, par value $0.0001 per share (the “Series I-1 Preferred Units,” and together with the Series H Preferred Stock and the Series I Preferred Stock, the “Preferred Equity”). On the Effective Date, Holders of Common Equity and Preferred Equity will receive the treatment as set forth in the Plan.

 

At this time, no shares of New Common Equity have been reserved for future issuance other than such shares to be issued as set forth in the summary above.

 

Under the Plan, the Reorganized Debtors’ New Governance Documents will be adopted on, or immediately prior to, the Effective Date. The Reorganized Debtors’ New Governance Documents will authorize the applicable Reorganized Debtors to issue the New Common Equity. The New Common Equity of Reorganized WPG issued pursuant to the Plan will be issued without registration under the Securities Act of 1933, as amended, or any similar federal, state, or local law in reliance upon section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act and Regulation D thereunder.

 

As previously disclosed on September 7, 2021, the Company intends to file a Notification of Removal from Listing on Form 25  with the U.S. Securities and Exchange Commission on or about September 20, 2021. Additionally, the Company intends to file a Notice of Suspension of Duty to File Reports Under Section 13 and 15(d) of the Securities Exchange Act of 1934 on Form 15 with the U.S. Securities and Exchange Commission on or about the Effective Date of the Plan.

 

Certain Information Regarding Assets and Liabilities of the Company

 

As of July 31, 2021, the Company had total assets of approximately $4,016,485,000 and total liabilities of approximately $3,575,317,000. This financial information has not been audited or reviewed by the Company’s independent registered public accounting firm and may be subject to future reconciliation or adjustments. This information should not be viewed as indicative of future results.