Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On September 7, 2021, Washington Prime Group Inc. (the "Company") notified the
New York Stock Exchange ("NYSE") of its intention to voluntarily delist its
common stock, par value $0.0001 per share (the "Common Stock"), 7.5% Series H
cumulative redeemable preferred stock, par value $0.0001 per share (the "Series
H Preferred Stock"), and 6.875% Series I cumulative redeemable preferred stock,
par value $0.0001 per share (the "Series I Preferred Stock," and together with
the Series H Preferred Stock, the "Preferred Stock"), from the NYSE in
connection with its expected emergence from its previously announced Chapter 11
proceedings. The Company intends to file a Notification of Removal from Listing
on Form 25 (the "Form 25") with the U.S. Securities and Exchange Commission on
or about September 20, 2021, and expects that the Company's Common Stock and
Preferred Stock will be removed from listing on the NYSE at the open of business
on or about September 30, 2021. The deregistration of the Common Stock and
Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), will become effective 90 days after filing of the
Form 25.
Item 7.01 Regulation FD Disclosure.
In connection with the Company's notice to the NYSE of its intent to voluntarily
delist the Common Stock and Preferred Stock, the Company issued a press release
on September 7, 2021, a copy of which is attached to this Form 8-K as Exhibit
99.1.
The information contained in this Item 7.01, including Exhibit 99.1, shall not
be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and shall not be deemed to
be incorporated by reference into any of the Company's filings under
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act, whether made before or after the date hereof and regardless of any general
incorporation language in such filings, except to the extent expressly set forth
by specific reference in such a filing.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K may be deemed
"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 company's proceedings under Chapter 11 of the U.S. Bankruptcy Code
(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; 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, including the DIP Facility; 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 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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WASHINGTON PRIME GROUP INC. 