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

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Nov 09, 2021, 11:56 ET

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: [email protected] 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.

SOURCE Strategic Value Partners, LLC