GREENWICH, Conn., Nov. 9, 2021 /PRNewswire/ -- Strategic Value
Excelsior Fund AIV, L.P. and Dime Aggregator LP (the "Purchasers"),
funds managed by Strategic Value Partners, LLC, today announced
that they are commencing a tender offer to purchase for cash up to
7,103,819 Stapled Units (as defined below) of Washington Prime
Group LLC (the "Company") not already owned by the Purchasers or
their affiliates (the "Offer"). The Company's shares are held, and
may only be transferred, in stapled units comprising one Series A-1
Share, one Series B-1 Share and one Series C-1 Share (each such
group, a "Stapled Unit"). The Purchasers are offering to purchase
the shares for $25.00 per Stapled
Unit (the "Offer Price"). Holders of Stapled Units that are validly
tendered at or prior to November 23,
2021 (such date and time, as it may be extended, the "Early
Tender Date") and accepted for purchase pursuant to the Offer will
receive the Offer Price plus the early tender premium of
$0.75 per Stapled Unit (the "Early
Tender Premium" and, together with the Offer Price, the "Total
Offer Price"), subject to any applicable withholding. Holders of
Stapled Units validly tendered after the Early Tender Date, but at
or prior to the Expiration Date (as defined below), and accepted
for purchase pursuant to the Offer will receive the Offer Price,
but not the Early Tender Premium, subject to any applicable
withholding. If more than 7,103,819 Stapled Units are tendered in
the Offer, acceptance of the Stapled Units will be subject to the
odd-lot priority and proration provisions described in the Offer to
Purchase. Any capitalized terms used herein, but not defined, have
the meaning given to them in the Offer to Purchase.
All of the Stapled Units tendered may not be purchased if more
than the number of Stapled Units the Purchasers seek are validly
tendered. The Purchasers reserve the right, in their sole
discretion, to purchase more than 7,103,819 Stapled Units in the
Offer, subject to applicable law. Any Stapled Units tendered but
not purchased in the Offer due to the proration and odd lot
priority provisions described in the Offer to Purchase will be
returned promptly to the holder following the expiration of the
Offer.
Under the terms of the Company's LLC Agreement, it is
impermissible to unstaple the Series A-1 Shares, Series B-1 Shares
and Series C-1 Shares, and they may not be tendered individually.
Shares will only be accepted as a part of a Stapled Unit.
The Offer will expire at 11:59
p.m., New York City time,
on December 8, 2021, unless extended
or terminated earlier by the Purchasers (such date and time, as the
same may be extended, the "Expiration Date"). Holders wishing to
tender their Stapled Units but who are unable to deliver them prior
to the expiration of the Offer, or who are unable to make delivery
of all required documents to the Depositary prior to the expiration
of the Offer, may tender their Stapled Units by complying with the
procedures set forth in the Offer to Purchase for tendering by
notice of guaranteed delivery.
The Offer will not be conditioned upon any minimum number of
Stapled Units being tendered; however, the Offer will be subject to
a number of other terms and conditions specified in the Offer to
Purchase and in the Letter of Transmittal relating to the Offer
that will be distributed to holders.
D. F. King & Co., Inc. is serving as Information Agent for
the Offer. Evercore Group L.L.C. is acting as Dealer Manager for
the Offer. American Stock Transfer & Trust Company, LLC is
acting as the Depositary for the Offer.
None of the Purchasers, the Company, the Dealer Manager, the
Information Agent or the Depositary or their respective affiliates
is making a recommendation to you as to whether you should tender
Stapled Units in the Offer. No person is authorized to make any
such recommendation. Holders must make their own decision as to
whether to tender their Stapled Units and, if so, how many Stapled
Units to tender. In doing so, holders should read carefully the
information in the Offer to Purchase and in the Letter of
Transmittal (as they may be amended or supplemented), including the
purposes and effects of the offer. Holders are urged to discuss
their decisions with their own tax advisors, financial advisors
and/or brokers.
NEWS RELEASE FOR INFORMATIONAL PURPOSES ONLY
This news release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any
securities. The offer is being made solely by the Offer to Purchase
and the related Letter of Transmittal, as they may be amended or
supplemented. Holders are urged to read the Offer to Purchase, the
related Letter of Transmittal and other offer materials, as well as
any amendments or supplements thereto when they become available,
because they contain important information. Holders may obtain
these documents from D. F. King & Co., Inc., the information
agent for the tender offer, by telephone at: (866) 796-7184
(toll-free), by email at: wpg@dfking.com or in writing to: 48
Wall
Street, 22nd Floor, New York, NY 10005; or from Evercore
Group L.L.C., the dealer
manager for the tender offer, by telephone at: (888)
474-0200 (toll-free) or in writing to: 55 East 52nd Street,
35th Floor, New York, NY
10055.
FORWARD-LOOKING STATEMENTS
This announcement may contain "forward-looking statements,"
including, but not limited to, the Offer and the details thereof.
Forward-looking statements can generally be identified by the use
of words such as "believe", "anticipate", "expect", "intend",
"estimate", "plan", "continue", "will", "may", "could", "would",
"should", "target", "potential", "opportunity", "designed",
"create", "predict", "project", "forecast", "seek", "ongoing" or
"increase" and variations or other similar expressions. In
addition, any statements that refer to expectations, intentions,
projections or other characterizations of future events or
circumstances are forward-looking statements. These forward-looking
statements may not be appropriate for other purposes. Although we
have previously indicated certain of these statements set out
herein, all of the statements in this announcement hat contain
forward-looking statements are qualified by these cautionary
statements. These statements are based upon our current
expectations and beliefs. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, such
statements involve risks and uncertainties, many of which are
outside of our control, and undue reliance should not be placed on
such statements. Certain material factors or assumptions are
applied in making such forward-looking statements, including the
assumption that none of these factors, risks and uncertainties will
cause actual results or events to differ materially from those
described in such forward-looking statements. Actual results may
differ materially from those expressed or implied in such
statements.
When relying on forward-looking statements to make decisions
with respect to the Offer and the Stapled Units, investors and
others should carefully consider the factors described in the Offer
to Purchase and other uncertainties and potential events. These
forward-looking statements speak only as of the date made. The
Purchasers undertake no obligation to update or revise any of these
forward-looking statements to reflect events or circumstances after
the date of this announcement or to reflect actual outcomes, except
as required by law. The Purchasers caution that, as it is not
possible to predict or identify all relevant factors that may
impact forward-looking statements, the factors described in
the Offer to Purchase are not exhaustive and should not be
considered a complete statement of all potential risks and
uncertainties.
View original
content:https://www.prnewswire.com/news-releases/certain-funds-managed-by-strategic-value-partners-llc-announce-the-commencement-of-tender-offer-to-purchase-up-to-7-103-819-stapled-units-of-washington-prime-group-llc-301420141.html
SOURCE Strategic Value Partners, LLC