WASHINGTON PRIME GROUP INC. Item 7.01 Regulation FD Disclosure.
The Chief Executive Officer and Chief Financial Officer of
The information in this Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Forward Looking Statements
This Form 8-K, the exhibits hereto, and the statements made by members of
Registrant's senior management team at the event described in this Form 8-K
contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 which represent the current
expectations and beliefs of management of WPG concerning the proposed
transactions, the anticipated consequences and benefits of the transactions and
the targeted close date for the transactions, and other future events and their
potential effects on WPG, including, but not limited to, statements relating to
anticipated financial and operating results, the Company's plans, objectives,
expectations and intentions, cost savings and other statements, including words
such as "anticipate," "believe," "confident," "plan," "estimate," "expect,"
"intend," "will," "should," "may," and other similar expressions. Such
statements are based upon the current beliefs and expectations of WPG's
management, and involve known and unknown risks, uncertainties, and other
factors which may cause the actual results, performance, or achievements of WPG
to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
without limitation: changes in asset quality and credit risk; ability to sustain
revenue and earnings growth; changes in political, economic or market conditions
generally and the real estate and capital markets specifically; the impact of
increased competition; the availability of capital and financing; tenant or
joint venture partner(s) bankruptcies; the failure to increase store occupancy
and same-store operating income; risks associated with the acquisition,
disposition, (re)development, expansion, leasing and management of properties;
changes in market rental rates; trends in the retail industry; relationships
with anchor tenants; risks relating to joint venture properties; costs of common
area maintenance; competitive market forces; the level and volatility of
interest rates; the rate of revenue increases as compared to expense increases;
the financial stability of tenants within the retail industry; the restrictions
in current financing arrangements or the failure to comply with such
arrangements; the liquidity of real estate investments; the impact of changes to
tax legislation and WPG's tax positions; losses associated with closures,
failures and stoppages associated with the spread and proliferation of the
coronavirus (COVID-19) pandemic; to qualify as a real estate investment trust;
the failure to refinance debt at favorable terms and conditions; loss of key
personnel; material changes in the dividend rates on securities or the ability
to pay dividends on common shares or other securities; possible restrictions on
the ability to operate or dispose of any partially-owned properties; the failure
to achieve earnings/funds from operations targets or estimates; the failure to
achieve projected returns or yields on (re)development and investment properties
(including joint ventures); expected gains on debt extinguishment; changes in
generally accepted accounting principles or interpretations thereof; terrorist
activities and international hostilities; the unfavorable resolution of legal or
regulatory proceedings; the impact of future acquisitions and divestitures;
assets that may be subject to impairment charges; significant costs related to
environmental or sustainability issues and projects; changes in LIBOR reporting
practices or the method in which LIBOR is determined; and other risks and
uncertainties, including those detailed from time to time in WPG's statements
and periodic reports filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 WPG Investor Presentation for BofA Securities Global Real Estate Virtual
Conference.
99.2 WPG Press Release, dated September 15, 2020 .
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101).
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