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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Washington Prime Group Inc | NYSE:WPG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.8323 | 0 | 01:00:00 |
Indiana
Indiana |
001-36252
333-206500-01 |
46-4323686
46-4674640 |
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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180 East Broad Street
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Columbus
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Ohio
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43215
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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WPG
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New York Stock Exchange
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7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
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WPGPRH
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New York Stock Exchange
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6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
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WPGPRI
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New York Stock Exchange
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Item 1.01
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Entry in to a Material Agreement
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Revolving and Term Loan Facility Claims. Each holder of Revolving and Term Loan Facilities Claims shall receive its pro rata share of (i) New Term Loan Exit Facility Loans in an aggregate principal amount of $1.187 billion plus, at the election of the Plan Sponsor, certain prepetition and postpetition interest and (ii) $150 million cash plus cash in the amount of any accrued and unpaid (a) adequate protection payments and (b) prepetition and postpetition interest;
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Weberstown Term Loan Facility Claims. Each holder of Weberstown Term Loan Facility Claims shall receive its pro rata share of (i) New Term Loan Exit Facility Loans in an aggregate principal amount of $25 million plus, at the election of the Plan Sponsor, certain prepetition and postpetition interest and (ii) $40 million cash plus cash in the amount of any accrued and unpaid (a) adequate protection payments and (b) prepetition and postpetition interest;
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Secured Property-Level Debt and Guarantee Claims. To the extent that any Secured Property-Level Debt and Guarantee Claims exist, such Secured Property-Level Mortgage Claims shall be reinstated, unimpaired, or receive treatment reasonably acceptable to the Plan Sponsor;
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Unsecured Notes Claims. Each holder of Unsecured Notes Claims shall receive its pro rata share of (i) 100% of the New Common Equity, less any New Common Equity distributed to Holders of Existing Equity Interests electing to receive New Common Equity, subject to dilution on account of the Management Incentive Plan, and the Equity Rights Offering and (ii) 100% of the Unsecured Noteholder Rights;
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General Unsecured Claims. Each holder of General Unsecured Claims shall, at the option of the applicable Company Party, (i) receive payment in full in cash or (ii) be reinstated;
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Existing Preferred Equity Interests. Subject to certain eligibility requirements and election rights set forth in the Plan, each holder of Existing Preferred Equity Interests shall receive: (i) if the class of Existing Preferred Equity Interests votes to accept the Plan, such holder’s pro rata share of the (A) Preferred Equity Cash Pool, which shall equal $20 million if the class of Existing Common Equity Interests votes to accept the Plan and $40 million otherwise or (B) such holder’s pro rata share of the Preferred Equity Equity Pool, which shall equal 3.0625% if the class of Existing Common Equity Interests votes to accept the Plan and 6.125% otherwise; or (ii) if the class of Existing Preferred Equity Interests votes to reject the Plan, each holder of Existing Preferred Equity Interests shall not receive any distribution on account of such Existing Preferred Equity Interests, which will be canceled, released, and extinguished as of the Agreement Effective Date, and will be of no further force or effect; and
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Existing Common Equity Interests. Subject to certain eligibility requirements and election rights set forth in the Plan, each holder of Existing Common Equity Interests shall receive: (i) if the class of Existing Preferred Equity Interests and the class of Common Equity Interests vote to accept the Plan, such holder’s pro rata share of (A) $20 million or (B) 3.0625% of New Common Equity; or (ii) if the class of Existing Preferred Equity Interests or Existing Common Equity Interests vote to reject the Plan, holders of Existing Common Equity Interests shall not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Agreement Effective Date, and will be of no further force or effect.
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Item 1.03
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Bankruptcy or Receivership.
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Item 2.04
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Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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$755 million in aggregate principal amount of term loans, consisting of $350 million of term loans under the credit agreement, dated as of January 22, 2018, as amended, among WPG L.P., certain of its subsidiaries and certain lenders party thereto with Bank of America, N.A., as administrative agent and collateral agent, and $340 million of term loans under its to the Credit Agreement, dated as of December 10, 2015, as amended, among WPG L.P., certain of its subsidiaries and certain lenders party thereto with GLAS USA LLC, as administrative agent, and $65 million of term loans under the credit agreement, dated as of June 8, 2016, among WPG L.P., WTM Stockton, LLC, a subsidiary of WPG L.P., and certain lenders party thereto;
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$647 million in aggregate principal amount of loans under the Company’s revolving credit credit facility; and
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$720.9 million in aggregate principal amount of the Company’s Senior Notes due 2024.
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Item 7.01
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Regulation FD Disclosure.
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consummation of the Restructuring;
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our ability to continue as a going concern;
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risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, including the approvals of the terms and conditions of the Restructuring;
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the effects of the Chapter 11 Cases on the Company and on the interests of various constituents;
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the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s financial restructuring;
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objections to the Company’s recapitalization process or other pleadings filed that could protract the Chapter 11 Cases;
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employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties, posed in part by the Chapter 11 Cases;
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the Company’s ability to comply with financing arrangements, including any debtor-in-possession financing;
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the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases;
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risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate or complete the Restructuring or an alternative restructuring;
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the effects and the length of the 2019 novel coronavirus (COVID-19) pandemic; and
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other litigation and inherent risks involved in a bankruptcy process.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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99.1
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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Date: June 14, 2021
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Washington Prime Group Inc.
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By:
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/s/ Mark E. Yale
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Mark E. Yale
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Executive Vice President and Chief Financial Officer
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Washington Prime Group, L.P.
By: Washington Prime Group Inc., its sole partner
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By:
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/s/ Mark E. Yale
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Mark E. Yale
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Executive Vice President and Chief Financial Officer
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