Washington Prime gets confirmation of Chapter 11 reorganization plan

By Sarah Lizee

Olympia, Wash., Sept. 7 – Washington Prime Group Inc.’s Chapter 11 plan of reorganization was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas, according to an order filed Friday.

As previously reported, Washington Prime had received conditional approval of its initial disclosure statement. However, the company filed an amended plan and statement late last month.

According to the amended disclosure statement, the plan includes a settlement with the official committee of equity security holders, which will ensure a successful reorganization of the debtors, and provides holders of existing equity interest with materially increased recoveries and certainty regarding their treatment.

Under the amended plan, the total amount of cash to be allocated to holders of existing equity interests for purposes of the equity cash pools will be increased to $55 million from $40 million, of which $35 million will be allocated to the preferred equity cash pool and $20 million will be allocated to the common equity cash pool.

The total amount of new common equity to be allocated to holders of existing equity interests for purposes of the equity pools will be increased to 9.125% from 6.125%, of which 6.0625% will be allocated to the preferred equity pool and 3.0625% to the common equity pool.

Holders of existing common equity interests may elect to receive new common equity in lieu of cash under the plan, in which case these holders will also have the right to participate in their pro rata share of $7.96 million of the $130 million allocated to the backstop parties in a $260 million equity rights offering if electing to receive a distribution from the common equity pool.

As a result of the settlement, holders of unsecured notes may receive slightly less new common equity under the plan as compared to what they were entitled to receive under the initial plan.

As previously reported, the plan contemplates 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.

It also 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 paydown of secured debt.

The agreement also provides for an effective four-year extension of the remaining credit facility debt, and payment in full of all claims held by vendors and service providers. A new revolving exit facility will be in the amount of up to $50 million, less the initial outstanding amount of any incremental term loans to be issued. The new term loan exit facility will be equal to $1.21 billion plus the elective exit loan amount.

Holders of revolving and term loan claims will receive their pro rata share of $1.19 million plus the elective exit loan amount attributable to the revolving and term loan facilities claims, if any, in principal amount of loans under the new term loan exit facility, and the revolving and term loan facilities cash pool, which is $150 million plus cash in the amount of certain additional accrued amounts.

Holders of Weberstown term loan facility claims will receive their pro rata share of $25 million, plus the elective exit loan amount attributable to the Weberstown term loan facility claims, if any, in principal amount of loans under the new term loan exit facility, and the Weberstown cash pool, which is $40 million plus cash in the amount of certain additional accrued and unpaid amounts.

Holders of unsecured notes claims will receive their pro rata share of 100% of new common equity, less any new common equity distributed to holders of existing equity interests under the equity options and subject to dilution on account of the management incentive plan, backstop equity premium, and the equity rights offering. They will also receive their pro rata share of the unsecured noteholder rights, which is the right to purchase their pro rata share of 50% of the new common equity offered in the equity rights offering.

Holders of priority-level mortgage guarantee claims will receive reinstatement or other treatment rendering their claims unimpaired.

Holders of general unsecured claims will receive payment in full in cash, reinstatement or other treatment that leaves their claims unimpaired.

Intercompany claims and intercompany interests will be reinstated, or discharged, canceled, released and extinguished with no distribution.

Section 510(b) claims will be canceled with no distribution.

Preferred delisting

Washington Prime announced on Tuesday that it intends to voluntarily delist from the New York Stock Exchange its 7.5% series H cumulative redeemable preferred stock (NYSE: WPGPrH, Cusip: 93964W207) and 6.875% series I cumulative redeemable preferred stock (NYSE: WPGPrI, Cusip: 93964W306).

The last day of trading of the preferred stock on the NYSE is expected to be Sept. 29.

The company said that because its common stock and preferred stock will no longer be publicly held upon its expected emergence from Chapter 11, it believes that the costs and expenses associated with the continued listing and corresponding governance and filing requirements are not “economically justified.”

The real estate investment trust is based in Columbus, Ohio. The company filed bankruptcy on June 13 under Chapter 11 case number 21-31948.

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