wpg20200915_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 15, 2020
 
Washington Prime Group Inc.
Washington Prime Group, L.P.
 
(Exact name of Registrant as specified in its Charter)
         
Indiana (Both Registrants)
(State or other jurisdiction of
 
001-36252 (Washington Prime Group Inc.)
333-206500-01 (Washington Prime Group, L.P.)
 
46-4323686 (Washington Prime Group Inc.)
46-4674640 (Washington Prime Group, L.P.)
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
180 East Broad Street  
ColumbusOhio 43215
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code (614) 621-9000
 
N/A
(Former name or former address, if changed since last Report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbols
 
Name of each exchange on
which registered
Common Stock, $0.0001 par value per share
 
WPG
 
New York Stock Exchange
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
 
WPGPRH
 
New York Stock Exchange
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
 
WPGPRI
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 7.01 Regulation FD Disclosure.
 
The Chief Executive Officer and Chief Financial Officer of Washington Prime Group Inc. (a “Registrant” or “WPG”), an affiliate of Washington Prime Group, L.P., used the materials attached hereto as Exhibit 99.1 to this Current Report on Form 8-K during a presentation made for the BofA Securities Global Real Estate Virtual Conference on September 15, 2020. A copy of the materials are currently available on the Registrant’s website (www.washingtonprime.com). The press release referencing the conference and the disclosures made by the Registrant is attached hereto as Exhibit 99.2.
 
The information in this Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
 
Forward Looking Statements
 
This Form 8-K, the exhibits hereto, and the statements made by members of Registrant’s senior management team at the event described in this Form 8-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management of WPG concerning the proposed transactions, the anticipated consequences and benefits of the transactions and the targeted close date for the transactions, and other future events and their potential effects on WPG, including, but not limited to, statements relating to anticipated financial and operating results, the Company’s plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “confident,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions. Such statements are based upon the current beliefs and expectations of WPG’s management, and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of WPG to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: changes in asset quality and credit risk; ability to sustain revenue and earnings growth; changes in political, economic or market conditions generally and the real estate and capital markets specifically; the impact of increased competition; the availability of capital and financing; tenant or joint venture partner(s) bankruptcies; the failure to increase store occupancy and same-store operating income; risks associated with the acquisition, disposition, (re)development, expansion, leasing and management of properties; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; risks relating to joint venture properties; costs of common area maintenance; competitive market forces; the level and volatility of interest rates; the rate of revenue increases as compared to expense increases; the financial stability of tenants within the retail industry; the restrictions in current financing arrangements or the failure to comply with such arrangements; the liquidity of real estate investments; the impact of changes to tax legislation and WPG’s tax positions; losses associated with closures, failures and stoppages associated with the spread and proliferation of the coronavirus (COVID-19) pandemic; to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on (re)development and investment properties (including joint ventures); expected gains on debt extinguishment; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal or regulatory proceedings; the impact of future acquisitions and divestitures; assets that may be subject to impairment charges; significant costs related to environmental or sustainability issues and projects; changes in LIBOR reporting practices or the method in which LIBOR is determined; and other risks and uncertainties, including those detailed from time to time in WPG’s statements and periodic reports filed with the Securities and Exchange Commission, including those described under “Risk Factors”. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this press release and WPG undertakes no obligation to update or revise any forward-looking statements to reflect new information, subsequent events or circumstances. Actual results may differ materially from current projections, expectations, and plans, if any. Investors, potential investors and others should give careful consideration to these risks and uncertainties.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
 
99.1
 
99.2
 
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Exchange Act, each Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Washington Prime Group Inc.
(Registrant)
Date: September 15, 2020
/s/ Robert P. Demchak
Executive Vice President, General Counsel & Secretary
       
 
Washington Prime Group, L.P.
(Registrant)
 
       
  By:
Washington Prime Group Inc., its sole
general partner
 
       
Date: September 15, 2020    /s/ Robert P. Demchak  
    Robert P. Demchak  
   
Executive Vice President, General Counsel &
Secretary
 
 
 
Image Exhibit

Exhibit 99.1

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
ex_203801.htm

Exhibit 99.2

 

 

Washington Prime Group Provides Update on Healthy Rent Collection Rate and Strong Leasing Volume

 

COLUMBUS, OH – September 15, 2020 – Washington Prime Group Inc. (NYSE: WPG) today provided an update on several operating metrics in conjunction with the posting of its investor presentation for the BofA Securities Global Real Estate Virtual Conference.

 

Significant Leasing Progress in the Face of COVID-19 Pandemic

Leasing volume exhibited a 3.6% YOY increase during the first eight months of 2020 totaling 2.9M SF of which ~44% of new leasing volume was attributable to lifestyle tenancy;

The aforementioned 2.9M SF follows annual leasing volume of 4.4M SF, 4.2M SF and 4.0M SF in 2019, 2018 and 2017, respectively, totaling 15.5M SF; and

Illustrating continued tenant demand of WPG town centers during the height of the pandemic (March, April, May and June), 182 leases were signed totaling 1.3M SF. This robust volume continued during July and August as an additional 142 leases were signed. During the six months since the onset of the COVID-19 pandemic, 324 signed leases totaled 2.0M SF.

 

Current Status of Reopening WPG Town Centers

All of the Company’s assets have reopened since closures in response to COVID-19, with the exception of a single asset in Hawaii, which is offering Retail-to-Go curbside pickup;

Over 90% of the Company’s tenants are back open for business;

Upon reopening assets following temporary closures due to COVID-19, reported year-over-year comparable sales increased 1.2% for the month of June and declined 11.5% in July for a combined 60-day decrease of 5.6%; and

Traffic trends have showed steady weekly sequential improvement since reopening before, as expected, leveling off in early July with traffic improving once again in August.

 

Healthy Rent Collection Rate

Combined collections (48%) and agreed upon deferral arrangements (26%) currently total 74% for 2Q 20;

The aforementioned ~48% collection rate is comprised of a ~43% collection rate for enclosed assets and ~64% for Open Air assets; and

To date, the Company has collected over 80% of expected July and August rents and associated charges and expects these trends will continue to improve throughout the remainder of the year.

 

Washington Prime Group will participate in a roundtable presentation at the BofA Securities Global Real Estate Virtual Conference today, September 15, 2020 at 10:30 a.m. ET. A live audio webcast of the presentation will be available on the Investor Relations section of the Company’s website at www.washingtonprime.com. An audio replay of the presentation will be available approximately 24 hours after conclusion of the live event through Tuesday, December 15, 2020. An accompanying investor presentation has been posted to the Investor Relations section of the Company’s website.

 

About Washington Prime Group 

Washington Prime Group: National footprint with local flavor. With about 100 town centers throughout the US, we’re as American as apple pie. As a matter of fact, we are also as American as deep dish pizza in Chicago, Hawaiian poke salad, vegan spring rolls in Malibu, El Paso Tex-Mex, Maryland crab cakes, kimchi in Orange County, Memphis barbeque and a Kansas City porterhouse. Our well regarded infrastructure, from Hawaii to Connecticut, and pretty much everywhere else in between, allows our tenant and sponsor partners to benefit from the operating efficacy and economies of scale at a large national real estate company, alongside local management who possess comprehensive knowledge of the specific locale within which they reside. Washington Prime Group® is a registered trademark of the Company. Learn more at www.washingtonprime.com or on Instagram or on LinkedIn.

 

1

 

Contact

Kimberly A. Green, VP, Investor Relations & Corporate Communications, 614.887.5647 or Kim.Green@washingtonprime.com.

 

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management of Washington Prime Group Inc. (“WPG”) concerning the Amendments, the anticipated consequences and benefits of the Amendments, and other future events and their potential effects on WPG, including, but not limited to, statements relating to anticipated financial and operating results, including its covenant compliance, the Company’s plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “confident,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions. Such statements are based upon the current beliefs and expectations of WPG’s management, and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of WPG to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: changes in asset quality and credit risk; ability to sustain revenue and earnings growth; changes in political, economic or market conditions generally and the real estate and capital markets specifically; the impact of increased competition; the availability of capital and financing; tenant or joint venture partner(s) bankruptcies; the failure to increase store occupancy and same-store operating income; risks associated with the acquisition, disposition, (re)development, expansion, leasing and management of properties; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; risks relating to joint venture properties; costs of common area maintenance; competitive market forces; the level and volatility of interest rates; the rate of revenue increases as compared to expense increases; the financial stability of tenants within the retail industry; the restrictions in current financing arrangements or the failure to comply with such arrangements; the liquidity of real estate investments; the impact of changes to tax legislation and WPG’s tax positions; losses associated with closures, failures and stoppages associated with the spread and proliferation of the coronavirus (COVID-19) pandemic; to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on (re)development and investment properties (including joint ventures); expected gains on debt extinguishment; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal or regulatory proceedings; the impact of future acquisitions and divestitures; assets that may be subject to impairment charges; significant costs related to environmental issues; changes in LIBOR reporting practices or the method in which LIBOR is determined; and other risks and uncertainties, including those detailed from time to time in WPG’s statements and periodic reports filed with the Securities and Exchange Commission, including those described under “Risk Factors”. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this press release and WPG undertakes no obligation to update or revise any forward-looking statements to reflect new information, subsequent events or circumstances. Actual results may differ materially from current projections, expectations, and plans, if any. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

 

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v3.20.2
Document And Entity Information
Sep. 15, 2020
Document Information [Line Items]  
Entity, Registrant Name Washington Prime Group Inc.
Document, Type 8-K
Document, Period End Date Sep. 15, 2020
Entity, Incorporation, State or Country Code IN
Entity, File Number 001-36252
Entity, Tax Identification Number 46-4323686
Entity, Address, Address Line One 180 East Broad Street
Entity, Address, City or Town Columbus
Entity, Address, State or Province OH
Entity, Address, Postal Zip Code 43215
City Area Code 614
Local Phone Number 621-9000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001594686
CommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol WPG
Security Exchange Name NYSE
SeriesHCumulativeRedeemablePreferredStock75 Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security 7.5% Series H Cumulative Redeemable Preferred Stock
Trading Symbol WPGPRH
Security Exchange Name NYSE
SeriesICumulativeRedeemablePreferredStock6875 Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security 6.875% Series I Cumulative Redeemable Preferred Stock
Trading Symbol WPGPRI
Security Exchange Name NYSE
Washington Prime Group L.P.  
Document Information [Line Items]  
Entity, Registrant Name Washington Prime Group, L.P.
Entity, Central Index Key 0001610911