Washington Prime Group Announces Completion of 1-for-9 Reverse Stock Split
18 Dicembre 2020 - 1:00PM
Business Wire
Washington Prime Group Inc. (NYSE: WPG) today announced the
completion of its previously announced 1-for-9 reverse stock split
of its common stock. Every nine issued and outstanding shares of
common stock have been converted into one share of common stock,
effective December 22, 2020 prior to the opening of trading of the
Company's common stock on the New York Stock Exchange.
The trading symbol for the Company’s common stock remains “WPG”
and the new CUSIP number for the common stock following the reverse
stock split is 93964W 405.
The Company has retained its transfer agent, Computershare Inc.,
to act as its exchange agent for the reverse stock split.
Computershare will manage the exchange of pre-split shares for
post-split shares. Stockholders will receive a letter of
transmittal after the effective date which will provide
instructions for the exchange of their shares. Stockholders holding
book position shares or Direct Registration Shares will
automatically receive their new shares. Brokers, banks and other
nominees will be instructed to effect the reverse stock split for
their beneficial holders who hold shares of WPG common stock in
street name. Stockholders who hold shares of WPG common stock with
a broker, bank or other nominee and who have any questions in this
regard are encouraged to contact their brokers, banks or other
nominees. For further information, stockholders and securities
brokers should contact Computershare by telephone at
1-800-546-5141.
By the terms of the limited partnership agreement, the reverse
stock split resulted in a corresponding 1-for-9 reverse split of
the shares underlying the limited partnership interests of the
Company’s affiliate, Washington Prime Group, L.P. The reverse stock
split, at the aforementioned 1-for-9 conversion ratio, was also
applied to certain outstanding derivative securities of the
Company’s common shares, including, but not limited to, restricted
stock units, performance share units and long-term incentive plan
units. Fractional units were not redeemed in connection with this
reverse stock split, but instead rounded up to the nearest whole
common share. To the extent convertible, the Company’s Series H and
Series I preferred shares will be adjusted to reflect the 1-for-9
conversion ratio. Please refer to the Company’s Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission for
additional details on the reverse stock split discussed above.
About Washington Prime Group
Washington Prime Group Inc. is a retail REIT and a recognized
leader in the ownership, management, acquisition and development of
retail properties. The Company combines a national real estate
portfolio with its expertise across the entire shopping center
sector to increase cash flow through rigorous management of assets
and provide new opportunities to retailers looking for growth
throughout the U.S. Washington Prime Group® is a registered
trademark of the Company. Learn more at www.washingtonprime.com and
http://interactive.washingtonprime.com/innovation/p/1.
Forward-Looking Statements
This news release contains “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 Washington Prime Group Inc. (“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, future liquidity, 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; failure
of the contemplated reverse share split to accomplish the Company’s
objectives for the action and such other adverse consequences on
the marketability and liquidity of the Company’s common stock; the
impact of future acquisitions and divestitures; assets that may be
subject to impairment charges; significant costs related to
environmental issues; 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 Securities and
Exchange Commission, including those described under “Risk
Factors”. The forward-looking statements in this communication are
qualified by these risk factors. Each statement speaks only as of
the date of this press release and WPG undertakes no obligation to
update or revise any forward-looking statements to reflect new
information, subsequent events or circumstances. Actual results may
differ materially from current projections, expectations, and
plans, if any. Investors, potential investors and others should
give careful consideration to these risks and uncertainties.
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version on businesswire.com: https://www.businesswire.com/news/home/20201218005068/en/
Lisa A. Indest, CAO & EVP, Finance, 614.887.5844 or
lisa.indest@washingtonprime.com Kimberly A. Green, VP, Investor
Relations & Corporate Communications, 614.887.5647 or
kim.green@washingtonprime.com.
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