8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2021

WASHINGTON PRIME GROUP INC.

WASHINGTON PRIME GROUP, L.P.

(Exact name of Registrant as specified in its Charter)

Indiana Indiana	001-36252 333-206500-01	46-4323686 46-4674640
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

180 East Broad Street	Columbus	Ohio	43215
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code (614) 621-9000

N/A

(Former name or former address, if changed since last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	WPG	New York Stock Exchange
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share	WPGPRH	New York Stock Exchange
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share	WPGPRI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously reported, on March 16, 2021, Washington Prime Group, L.P. (“WPG L.P.”), the operating partnership of Washington Prime Group Inc. (the “Company”), entered into (i) a forbearance agreement with certain beneficial owners (the “Forbearing Noteholders”) of WPG L.P.’s Senior Notes due 2024 (the “Notes”) with respect to certain defaults or events of default under the indenture governing the Notes (as supplemented, the “Indenture”) and (ii) forbearance agreements (each, as amended, a “Forbearance Agreement”) with certain lenders (the “Forbearing Lenders”) with respect to certain defaults or events of default under the agreements governing WPG L.P.’s corporate credit facilities (each, a “Credit Agreement”).

We expect to experience a default or event of default, among other things, (i) related to the maintenance of our Total Unencumbered Assets compared to our Total Unsecured Indebtedness as set forth in the Indenture and (ii) related to the maintenance of (a) our Total Adjusted Outstanding Indebtedness compared to our Capitalization Value and (b) our Total Outstanding Unsecured Indebtedness to our Unencumbered Capitalization Value, each as set forth in the applicable Credit Agreement (collectively, the “Covenant Defaults”).

On May 7, 2021, the Company, the Forbearing Noteholders and the Forbearing Lenders, respectively, agreed to amend each Forbearance Agreement to include forbearance from the Forbearing Noteholders and Forbearing Lenders, as applicable, exercising any rights and remedies under the Indenture and the Credit Agreements with respect to the Covenant Defaults prior to the earlier of May 12, 2021 at 11:59 p.m., Eastern time, and the occurrence of any of the specified early termination events described in the applicable Forbearance Agreement.

The Company is continuing to engage in negotiations and discussions with the Forbearing Noteholders and Forbearing Lenders to restructure its capital structure.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 10, 2021		Washington Prime Group Inc.
	By:	/s/ Mark E. Yale
		Mark E. Yale
		Executive Vice President and Chief Financial Officer

	Washington Prime Group, L.P. By: Washington Prime Group Inc., its sole partner.
By:	/s/ Mark E. Yale
	Mark E. Yale
	Executive Vice President and Chief Financial Officer

XML

Document And Entity Information	May 07, 2021
Document Information [Line Items]
Entity, Registrant Name	WASHINGTON PRIME GROUP INC.
Document, Type	8-K
Document, Period End Date	May 07, 2021
Entity, Incorporation, State or Country Code	IN
Entity, File Number	001-36252
Entity, Tax Identification Number	46-4323686
Entity, Address, Address Line One	180 East Broad Street
Entity, Address, City or Town	Columbus
Entity, Address, State or Province	OH
Entity, Address, Postal Zip Code	43215
City Area Code	614
Local Phone Number	621-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001594686
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	WPG
Security Exchange Name	NYSE
SeriesHCumulativeRedeemablePreferredStock75 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	7.5% Series H Cumulative Redeemable Preferred Stock
Trading Symbol	WPGPRH
Security Exchange Name	NYSE
SeriesICumulativeRedeemablePreferredStock6875 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	6.875% Series I Cumulative Redeemable Preferred Stock
Trading Symbol	WPGPRI
Security Exchange Name	NYSE
Washington Prime Group L.P.
Document Information [Line Items]
Entity, Registrant Name	WASHINGTON PRIME GROUP, L.P.
Entity, Central Index Key	0001610911