Washington Prime Acquires Glimcher Realty Trust in $4.3B Deal

NEW YORK (The Deal) -- Washington Prime Group  (WPG) said Tuesday it would acquire rival Glimcher Realty Trust  (GRT) in a $4.3 billion cash, stock and debt deal that also involves Simon Property Group.  (SPG)

Terms of the deal call for Bethesda, Md.-based WPG to pay $10.40 in cash and 0.1989 shares for Glimcher for total consideration of $14.20 per share, a premium of 34% to the target's Monday close. The companies said that they have entered into a separate deal with Simon to sell properties in New Jersey and Texas currently owned by Glimcher for $1.09 billion.

The transactions would create a company with 68 million square feet of gross leasable area over a combined portfolio of 119 properties. Post deal, the combined company would be rebranded WP Glimcher and retain the target's Columbus, Ohio, headquarters, with WPG chief executive Mark S. Ordan serving as executive chairman and Michael P. Glimcher becoming vice chairman and CEO.

"We believe there is immediate benefit to our shareholders and our associates when we consider the growth profile of the joint company," Glimcher, who is currently chairman and CEO of the target, said in a statement. "Together, we gain a competitive advantage with a premier balance sheet, a larger pool of assets, and a proven platform to deliver results."

WPG said it would finance the cash portion of the consideration via the asset sales to Simon as well as other potential asset sales, capital market transactions or draws on a fully committed $1.25 billion bridge facility provided by Citigroup (C) .

Citigroup's Paul Ingrassia served as financial adviser to WPG. A Wachtell, Lipton, Rosen & Katz team including partners Adam O. Emmerich, David K. Lam, Karessa L. Cain, Eric M. Rosof, Jodi J. Schwartz and Michael J. Segal provided legal counsel.

Willkie Farr & Gallagher's Eugene Pinover served as legal adviser to WPG on the sale of the two Glimcher properties to Simon.

Glimcher was advised by GreenOak Real Estate US's Christopher Niehaus, Morgan Stanley's (MS)  Cameron Clough, Matthew Johnson and Simpson Thacher & Bartlett's Brian Stadler, Sas Mehrara and Elizabeth Cooper.

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