Certain Funds Managed By Strategic Value Partners, LLC Announce Preliminary Tender Results Of Tender Offer For Stapled Units Of Washington Prime Group LLC

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GREENWICH, Conn., Dec. 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 preliminary tender results for the 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"), which expired at 11:59 p.m., New York City time, on Wednesday, December 8, 2021 (the "Expiration Date"). 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 early tender results of the Offer were previously announced in the press release dated November 24, 2021. On December 3, 2021 (the "Early Settlement Date"), the Purchasers purchased 2,525,538 Stapled Units that were validly tendered as of 5:00 p.m., New York City time, on November 23, 2021 (the "Early Tender Date").

The Purchasers have been advised that as of the Expiration Date, 1,043,025 Stapled Units, in addition to those previously tendered and purchased on the Early Settlement Date, had been validly tendered pursuant to the Offer, including 441 Stapled Units that were tendered by notice of guaranteed delivery, based on the preliminary count by American Stock Transfer & Trust Co. LLC, the Depositary for the Offer. The 1,043,025 additional Stapled Units tendered represent 18.4% of the Stapled Units outstanding that are not already owned by the Purchasers or their affiliates. The Purchasers expect to accept and purchase all Stapled Units validly tendered at or prior to the Expiration Date, and that were not previously purchased on the Early Settlement Date, on or around December 13, 2021 (the "Final Settlement Date"). Following the Final Settlement Date, assuming that all Stapled Units tendered by notice of guaranteed delivery are timely delivered, funds managed by Strategic Value Partners will own 88.2% of the outstanding Stapled Units.

The total consideration payable to holders for each Stapled Unit validly tendered at or prior to the Expiration Date and purchased pursuant to the Offer is $25.75 (the "Total Offer Price"). 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.

The Purchasers may, in the future, decide to purchase additional Stapled Units in private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to holders than, the terms of the offer. Whether the Purchasers make additional repurchases in the future will depend on many factors, including but not limited to the Company's business and financial performance, the business and market conditions at the time, including the price of the Stapled Units, and other factors the Purchasers consider relevant.

None of the Purchasers, the Company, the Dealer Manager, the Information Agent or the Depositary or their respective affiliates has made a recommendation to you as to whether you should tender Stapled Units in the Offer. No person has been authorized to make any such recommendation.


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 has been made solely by the Offer to Purchase and the related Letter of Transmittal, as 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, 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.


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 that 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.


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SOURCE Strategic Value Partners, LLC

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