Simon Spinoff Agrees to $4.3B MergerPosted: Updated:
Washington Prime Group Inc. (NYSE: WPG), which spun off earlier this year from Indianapolis-based Simon Property Group Inc. (NYSE: SPG), has announced a $4.3 billion acquisition. The deal for Glimcher Realty Trust (NYSE: GRT) in Ohio results in a combined portfolio of 119 properties. The merger is expected to be complete in the first quarter of next year. The resulting company will be called WP Glimcher. September 16, 2014
BETHESDA, Md. and COLUMBUS, Ohio - Washington Prime Group Inc. (NYSE: WPG) and Glimcher Realty Trust ("Glimcher") (NYSE: GRT) today announced that they have entered into a definitive agreement under which WPG will acquire Glimcher in a stock and cash transaction valued at $14.20 per Glimcher common share. The total transaction value, including the assumption of debt, is approximately $4.3 billion. The new company will be comprised of approximately 68 million square feet of gross leasable area and will have a combined portfolio of 119 properties.
Under the terms of the transaction, which has been unanimously approved by the Board of Directors of WPG and the Board of Trustees of Glimcher, Glimcher shareholders will receive, for each Glimcher share, $10.40 in cash and 0.1989 of a share in WPG stock at closing. The stock portion of the consideration is valued at $3.80, based on the ten day volume weighted average price of WPG common stock prior to the date of the agreement.
Additionally, as part of the transaction, Simon Property Group, Inc. ("Simon") has entered into a definitive agreement under which Simon will acquire Jersey Gardens in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas, properties currently owned by Glimcher, for an aggregate cash purchase price of $1.09 billion. Completion of the sale of these properties to Simon will occur concurrent with the closing of the acquisition of Glimcher by WPG.
Key transaction highlights:
FFO Impact: The transaction is expected to be accretive to WPG's normalized Funds from Operations per share.
Synergies: Substantial G&A and property level expense synergies are expected.
Portfolio Quality: The combined company provides superior diversification by asset type, tenancy, industry and geography.
Dividend: The combined company expects to maintain WPG's current quarterly dividend at an annual rate of $1.00 per share.
Experienced Management: Dedicated and focused management team with significant expertise in developing and managing retail real estate portfolios.
Upon completion of the merger, the combined company will be renamed WP Glimcher and will maintain Glimcher's headquarters in Columbus, Ohio. Mark S. Ordan, Chief Executive Officer of Washington Prime, will serve as Executive Chairman of the Board of Directors and Michael P. Glimcher, Chief Executive Officer of Glimcher, will serve as the combined company's Vice Chairman & Chief Executive Officer reporting to Mr. Ordan. Michael Glimcher and one additional Glimcher board member will join the new nine member board. The new entity will trade on the New York Stock Exchange under the ticker: WPG.
Mark Ordan, Chief Executive Officer of WPG, stated, "We went public just three months ago, expecting to utilize our strong platform, relationship with Simon, cash flow and investment grade balance sheet to grow. This transaction with Glimcher checks every box, very early in our company's trajectory."
Michael P. Glimcher, Chairman of the Board and CEO of Glimcher, said, "We believe there is immediate benefit to our shareholders and our associates when we consider the growth profile of the joint company. Together, we gain a competitive advantage with a premier balance sheet, a larger pool of assets, and a proven platform to deliver results."
Financing and Approvals
The transaction is expected to close in the first quarter of 2015. The cash portion of the transaction consideration is expected to be funded by asset sales to Simon, joint ventures with institutional partners, other assets sales, capital markets transactions, and/or draws under a $1.25 billion fully committed bridge facility provided by Citi. Completion of the transactions are subject to customary closing conditions, including the approval of the merger by Glimcher shareholders.
Citi is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor, to WPG. Willkie Farr & Gallagher LLP is serving as legal advisor to WPG in connection with the sale of the two Glimcher properties to Simon.
GreenOak Real Estate US LLC and Morgan Stanley & Co. LLC are serving as financial advisors, and Simpson Thacher & Bartlett LLP is serving as legal advisor to Glimcher.
Presentation and Conference Call Details
WPG and Glimcher will hold a joint conference call to discuss the transaction at 10:00 a.m. Eastern Time today. The conference call can be accessed by dialing 1.866.700.5192 (toll free) and entering the passcode 46247334. Live streaming audio of the conference call will be accessible at investors.washingtonprime.com and investor.glimcher.com. An online replay will be available until September 30, 2014 at investors.washingtonprime.com and glimcher.com.
A presentation discussing the transaction will be posted to WPG's and Glimcher's websites following the call.
About Washington Prime Group
Washington Prime Group (NYSE: WPG) is a retail REIT that owns and manages 96 shopping centers totaling more than 50 million square feet diversified by size, geography and tenancy. Washington Prime combines a national real estate portfolio with an investment grade balance sheet and plans to leverage its expertise across the entire shopping center sector to increase cash flow through rigorous asset management of existing assets as well as select development and acquisitions of new assets with franchise value. For more information visit washingtonprime.com.
About Glimcher Realty Trust
Glimcher Realty Trust, a real estate investment trust, is a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed use, open-air and enclosed regional malls as well as outlet centers.
Glimcher Realty Trust's common shares are listed on the New York Stock Exchange under the symbol "GRT." Glimcher Realty Trust's Series G, Series H, and Series I preferred shares are listed on the New York Stock Exchange under the symbols "GRTPRG," "GRTPRH," and "GRTPRI," respectively. Glimcher Realty Trust is a component of both the Russell 2000 Index, representing small cap stocks, and the Russell 3000® Index, representing the broader market. Glimcher and The Outlet Collection are registered trademarks of Glimcher Realty Trust.
SOURCE Washington Prime Group