Simon Spin-Off Closes on $4.3B Acquisition

The Real Estate Investment Trust that spun off from Indianapolis-based Simon Property Group Inc. (NYSE: SPG) has completed a $4.3 billion merger. The resulting business from Washington Prime Group Inc.'s (NYSE: WPG) acquisition of Glimcher Realty Trust (NYSE: GRT) is now WP Glimcher. January 16, 2015

News Release

BETHESDA, MD and COLUMBUS, OH (January 15, 2015) – Washington Prime Group Inc. (“Washington Prime”) (NYSE:WPG) today announced it has completed the previously announced acquisition of Glimcher Realty Trust (“Glimcher”). The company will be known as WP GLIMCHER, and continue to trade on the New York Stock Exchange under the ticker WPG.

Mark S. Ordan, Executive Chairman of WP GLIMCHER said, “We are very pleased to have completed our acquisition of Glimcher so quickly, which will allow us to begin taking advantage of the strengths of the combined company, including a broad and diverse group of strong cash flowing assets and a strong platform in Columbus as a foundation for growth.”

Michael P. Glimcher, Chief Executive Officer and Vice Chairman of WP GLIMCHER said, “This transaction delivers immediate benefit to Glimcher shareholders and creates a combined company and team positioned to deliver enhanced shareholder value.”

Mr. Ordan added “We are focused on reducing leverage, including through joint ventures and possible asset sales, maintaining our investment grade rating, strengthening our asset base through development and redevelopment opportunities, and strategically acquiring new properties in both enclosed and open air large format shopping centers that have a long term place in their markets.”

Mark Ordan, CEO of Washington Prime, will serve as Executive Chairman of the combined company's Board of Directors and Michael Glimcher, CEO of Glimcher, will serve as the combined company's CEO and Vice Chairman, reporting to Mr. Ordan. Michael Glimcher and Niles Overly have also been appointed to the WP GLIMCHER Board of Directors and will join Washington Prime’s highly qualified group of existing directors, all of whom will continue as directors of WP GLIMCHER. In connection with the closing of the acquisition, Glimcher's shares will cease trading on the NYSE after January 15, 2015.

Transaction Details

As previously announced, under the terms of the merger agreement, Glimcher shareholders will receive, for each Glimcher share, $10.40 in cash and 0.1989 of a share in WPG common stock. Additionally, in connection with the close of the transaction, Simon Property Group, Inc. (“Simon”) has also completed its previously announced acquisition of Jersey Gardens in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas, properties previously owned by Glimcher, for an aggregate purchase price of $1.09 billion, including the assumption of existing mortgage debt.

Washington Prime Group, L.P. has entered into a 364-day bridge term loan agreement with certain lenders and drew down an aggregate $1.19 billion to finance a portion of the transaction.

Citi is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor, to Washington Prime. Willkie Farr & Gallagher LLP is serving as legal advisor to Washington Prime 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.

WP GLIMCHER expects to issue fiscal year end 2014 earnings in late February, which will provide updated financial information and guidance for the newly combined company.

About WP GLIMCHER

WP GLIMCHER (NYSE: WPG) is a retail REIT and 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 community centers. WP GLIMCHER owns and manages 119 shopping centers totaling more than 68 million square feet diversified by size, geography and tenancy. WP GLIMCHER 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. WP GLIMCHER is the d/b/a for Washington Prime Group Inc.

Source: WP Glimcher