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Press Release - WPG Commences Voluntary Chapter 11 Financial Restructuring (FINAL)

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Washington Prime Group Commences Voluntary Chapter 11 Financial

Restructuring with RSA Supported by Over 70% of Holders of Secured and


Unsecured Corporate Debt
- Access to $100 million in DIP Financing to Support Operations
- Operations Will Continue Uninterrupted and in the Ordinary Course During Restructuring
- Vendors and Service Providers Expected to Be Unimpaired and All Claims Paid in Full

COLUMBUS, OH – June 13, 2021 – Washington Prime Group Inc. (NYSE: WPG) today announced that it
and certain of its subsidiaries have filed voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy
Court”). The Company enters Chapter 11 after executing a restructuring support agreement (the “RSA”)
with creditors, led by SVPGlobal, that hold approximately 73% of the principal amount outstanding of the
Company’s secured corporate debt and 67% of the principal amount outstanding of the Company’s
unsecured notes (collectively, the “Consenting Creditors”). The Company will utilize Chapter 11 to
implement a comprehensive and consensual financial restructuring of the Company’s corporate-level
debt that will allow the Company to substantially deleverage its balance sheet and strengthen its business
and operations going forward, either through a full equitization of the Company’s unsecured notes or an
alternative value-maximizing transaction that would repay, in full in cash, all of the Company’s corporate-
level debt.

Importantly, Washington Prime Group has secured $100 million in new money debtor-in-possession
financing from the Consenting Creditors to support day-to-day operations during the Chapter 11 process
and ensure that all business operations continue in the ordinary course without interruption. Washington
Prime Group’s guests, retailers and business partners can expect business as usual at all of the Company’s
retail town centers throughout the proceedings.

The RSA provides for a deleveraging of the Company’s balance sheet by nearly $950 million through the
equitization of unsecured notes and a $190 million paydown of the Company’s revolving credit and term
loan facilities. The RSA contemplates a $325 million equity rights offering, fully backstopped by SVPGlobal,
as Plan Sponsor, the proceeds of which will be applied to, among other things, the pay down of secured
debt. The RSA also provides for an effective four-year extension of the remaining credit facility debt,
payment in full of all claims held by vendors and service providers, and a baseline recovery for the
Company’s existing common and preferred equity holders of $40 million in cash or 6.125% of new equity
(subject to dilution). Additionally, the RSA allows the Company to market its assets to determine whether
any alternative transaction or transactions that would pay existing corporate indebtedness in full, in cash,
and deliver greater aggregate recoveries to existing common and preferred equity holders are attainable.
The RSA also includes certain milestones, including a 60-day milestone for the Bankruptcy Court to enter
an order confirming the Chapter 11 plan, subject to certain extensions.

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Lou Conforti, CEO and Director of Washington Prime Group, stated: “The Company’s financial
restructuring will enable WPG to right size its balance sheet and position the Company for success going
forward. During the financial restructuring, we will continue to work toward maximizing the value of our
assets and our operating infrastructure. The Company expects operations to continue in the ordinary
course for the benefit of our guests, tenants, vendors, stakeholders and colleagues.”

The COVID-19 pandemic has created significant challenges for many companies, including Washington
Prime Group, making a Chapter 11 filing necessary to reduce the Company’s outstanding indebtedness.
Throughout the restructuring process, the Company remains committed to serving as a preeminent
operator of retail town centers and will continue to serve its guests. Importantly, the Company will
continue to prioritize the health and safety of our guests, retailers, employees and communities.

The Company has filed a number of customary first day motions with the Bankruptcy Court that will allow
the Company to continue operations in the ordinary course. Certain subsidiaries, including the Company’s
joint ventures and the majority of the Company’s special purpose entities holding properties that secure
mortgage loans will not be debtors in the Chapter 11 cases. The Company also anticipates continuing to
meet all debt service and other financial obligations, as required, under its property-level secured loans
and joint venture partnerships.

Additional Information
Resources for the Company’s stakeholders, and other information on the Company’s financial
restructuring, can be accessed by visiting the restructuring website at
http://cases.primeclerk.com/washingtonprime. Court filings and other documents related to the Chapter
11 process are available at http://cases.primeclerk.com/washingtonprime, by calling the Company’s
claims agent, Prime Clerk, at (877) 329-1913 (toll free) or (347) 919-5772 (international) or by emailing
washingtonprimeinfo@primeclerk.com.

Kirkland & Ellis LLP is serving as legal counsel to the Company, and Alvarez & Marsal North America, LLC
is serving as restructuring advisor. Guggenheim Securities, LLC is serving as the Company’s investment
banker. Davis Polk & Wardwell LLP is serving as legal counsel and Evercore Group L.L.C. is serving as
investment banker and financial advisor to SVPGlobal. Wachtell, Lipton, Rosen & Katz is serving as legal
counsel and PJT Partners LP is serving as investment banker for an ad hoc group of Consenting Creditors.

About Washington Prime Group


Washington Prime Group Inc. is a retail REIT and a recognized leader in the ownership, management,
acquisition and development of retail properties. The Company combines a national real estate portfolio
with its expertise across the entire shopping center sector to increase cash flow through rigorous
management of assets and provide new opportunities to retailers looking for growth throughout the U.S.
Washington Prime Group® is a registered trademark of the Company. Learn more at
www.washingtonprime.com.

About SVPGlobal
SVPGlobal is a global investment firm focused on distressed debt, special situations and private equity
opportunities with more than $15 billion in assets under management. The firm, established by Victor
Khosla in 2001, has 127 employees, including 49 investment professionals, across its main offices in
Greenwich (CT), London and Tokyo. Learn more at www.svpglobal.com.

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Contacts
Media: Media.Relations@washingtonprime.com
Investors: Investor.Relations@washingtonprime.com

Forward-Looking Statements
This press release contains “forward-looking statements” related to future events. Forward-looking
statements contain words such as “expect,” “anticipate,” “could,” “should,” “intend,” “plan,” “believe,”
“seek,” “see,” “may,” “will,” “would,” or “target.” Forward-looking statements are based on
management’s current expectations, beliefs, assumptions and estimates and may include, for example,
statements regarding the voluntary cases commenced by Washington Prime Group Inc. (the “Company”)
and certain of its subsidiaries (the “Chapter 11 Cases”), the Company’s ability to complete the
restructuring and its ability to continue operating in the ordinary course while the Chapter 11 Cases are
pending. These statements are subject to significant risks, uncertainties, and assumptions that are difficult
to predict and could cause actual results to differ materially and adversely from those expressed or
implied in the forward-looking statements, including risks and uncertainties regarding the Company’s
ability to successfully complete a restructuring under Chapter 11, including: consummation of the
restructuring; potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of
operations; the Company’s ability to obtain timely approval by the Bankruptcy Court with respect to the
motions filed in the Chapter 11 Cases; objections to the Company’s recapitalization process or other
pleadings filed that could protract the Chapter 11 Cases; employee attrition and the Company’s ability to
retain senior management and other key personnel due to the distractions and uncertainties imposed in
part by the Chapter 11 Cases; the Company’s ability to comply with financing arrangements; the
Company’s ability to maintain relationships with its tenants, suppliers, customers, employees, sponsors,
and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the effects of the
Chapter 11 Cases on the Company and on the interests of various constituents, including holders of the
Company’s common stock and other equity securities; the Bankruptcy Court’s rulings in the Chapter 11
Cases, including the approvals of the terms and conditions of the restructuring and the outcome of the
Chapter 11 Cases generally; 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; risks
associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s
ability to consummate the restructuring or an alternative restructuring; increased administrative and legal
costs related to the Chapter 11 process; potential delays in the Chapter 11 process due to the effects of
the COVID-19 virus; and other litigation and inherent risks involved in a bankruptcy process. Forward-
looking statements are also subject to the risk factors and cautionary language described from time to
time in the reports the Company files with the U.S. Securities and Exchange Commission, including those
in the Company’s most recent Annual Report on Form 10-K and any updates thereto in the Company’s
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks and uncertainties may
cause actual future results to be materially different than those expressed in such forward-looking
statements. The Company has no obligation to update or revise these forward-looking statements and
does not undertake to do so.

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11
Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may
bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the
Chapter 11 Cases. Holders of shares of the Company’s common stock and other equity securities could
experience a complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

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