Item 1.03 Bankruptcy or Receivership.
As previously disclosed on
On
Summary of the Plan
The following is a summary of the material terms of the Plan as approved and
confirmed by the
? Revolving and Term Loan Facilities Claims: Each holder of Revolving and Term Loan Facilities Claims shall receive its pro rata share of (i) New Term Loan Exit Facility Loans in an aggregate principal amount of$1.187 billion plus, at the election of the Plan Sponsor, certain prepetition and postpetition interest and (ii) the Revolving andTerm Loan Facilities Cash Pool ? Weberstown Term Loan Facility Claims: Each holder of Weberstown Term Loan Facility Claims shall receive its pro rata share of (i) New Term Loan Exit Facility Loans in an aggregate principal amount of$25 million plus, at the election of the Plan Sponsor, certain prepetition and postpetition interest and (ii) theWeberstown Cash Pool . ? Unsecured Notes Claims: Holders of Allowed Unsecured Notes Claims shall receive their Pro Rata share of (i) 100% of the New Common Equity, less any New Common Equity distributed to Holders of Existing Equity Interests pursuant to the Equity Option, and subject to dilution on account of the Management Incentive Plan, the Backstop Equity Premium, and the Equity Rights Offering, and (ii) the Unsecured Noteholder Rights. ? Property-Level Mortgage Guarantee Claims: Holders of Allowed Property-Level Mortgage Guarantee Claims shall receive, at the option of the applicable Debtor(s): (i) Reinstatement or (ii) such other treatment reasonably acceptable to the Plan Sponsor rendering such Property-Level Mortgage Guarantee Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. ? General Unsecured Claims: Holders of Allowed General Unsecured Claims shall receive, at the option of the applicable Debtor: (i) payment in full in Cash, (ii) Reinstatement, or (iii) such other treatment reasonably acceptable to the Plan Sponsor rendering such General Unsecured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. ? Existing Preferred Equity Interests: Holders of Allowed Existing Preferred Equity Interests shall receive their Pro Rata share of the (i)Preferred Equity Cash Pool , or (ii) if such Holder is an Eligible Election Participant, and such Holder elects the Preferred Equity Option, such Holder's Pro Rata share of thePreferred Equity Equity Pool in lieu of the distribution in the preceding clause (i).
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? Existing Common Equity Interests: Holders of Allowed Existing Common Equity Interests shall receive their Pro Rata share of (i) theCommon Equity Cash Pool , or (ii) if such Holder is an Eligible Election Participant, and such Holder elects the Common Equity Option, such Holder's Pro Rata share of (A) theCommon Equity Equity Pool in lieu of the distribution from theCommon Equity Cash Pool in the preceding clause (i), and (B) the Existing Common Equity Interest Rights. Capital Structure
As of
At this time, no shares of New Common Equity have been reserved for future issuance other than such shares to be issued as set forth in the summary above.
Under the Plan, the Reorganized Debtors' New Governance Documents will be adopted on, or immediately prior to, the Effective Date. The Reorganized Debtors' New Governance Documents will authorize the applicable Reorganized Debtors to issue the New Common Equity. The New Common Equity of Reorganized WPG issued pursuant to the Plan will be issued without registration under the Securities Act of 1933, as amended, or any similar federal, state, or local law in reliance upon section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act and Regulation D thereunder.
As previously disclosed on
Certain Information Regarding Assets and Liabilities of the Company
As of
Cautionary Note Regarding the Company's Securities
The Company cautions that trading in the Company's securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's securities in the Chapter 11 Cases.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 2.1 Second Amended Joint Chapter 11 Plan of Reorganization ofWashington Prime Group Inc. , and its Debtor Affiliates. 2.2 Order Confirming the Second Amended Joint Chapter 11 Plan ofReorganization of Washington Prime Group Inc. , and its Debtor Affiliates. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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