Obligation Washington Premier Group L.P. 3.85% ( US939648AB79 ) en USD

Washington Premier Group L.P.

100 % ⇌

Etas-Unis

US939648AB79 ( en USD )

3.85% par an ( paiement semestriel )

01/04/2020 - Obligation échue

Prospectus brochure de l'obligation Washington Prime Group L.P US939648AB79 en USD 3.85%, échue

2 000 USD

250 000 000 USD

939648AB7

N/A

Washington Prime Group L.P. était une société immobilière américaine qui possédait et exploitait un portefeuille de centres commerciaux régionaux aux États-Unis, avant de déclarer faillite en 2021 et de se liquider.

L'Obligation émise par Washington Premier Group L.P. ( Etas-Unis ) , en USD, avec le code ISIN US939648AB79, paye un coupon de 3.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2020

424B3 1 a2226012z424b3.htm 424B3
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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Table of Contents
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-205859
PROSPECTUS
$250,000,000
WASHINGTON PRIME GROUP, L.P.
Exchange Offer for
$250,000,000 aggregate principal amount of 3.850% Senior Notes due 2020
(CUSIP Nos. 939648 AA9 and U93893 AA0)
for
$250,000,000 aggregate principal amount of 3.850% Senior Notes due 2020
(CUSIP No. 939648 AB7)
that have been registered under the Securities Act
Washington Prime Group, L.P. (the "Operating Partnership") is offering to issue up to $250,000,000 aggregate principal amount of its 3.850%
Senior Notes due 2020 (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), in
exchange for any and all of its $250,000,000 aggregate principal amount of outstanding 3.850% Senior Notes due 2020 that were issued on March 24,
2015 (the "outstanding notes"). The term "notes" refers to both the exchange notes and the outstanding notes. The offer to exchange the exchange notes
for the outstanding notes is referred to as the "exchange offer" in this prospectus. The Operating Partnership is offering to exchange the outstanding
notes for the exchange notes to satisfy its obligations in the registration rights agreement that was entered into when the outstanding notes were sold
pursuant to Rule 144A and Regulation S under the Securities Act.
The Exchange Notes:
·
The terms of the registered exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding
notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the outstanding notes will not
apply to the exchange notes.
·
The Operating Partnership is offering the exchange notes pursuant to a registration rights agreement that it entered into in connection
with the issuance of the outstanding notes.
·
The exchange notes will bear interest at the rate of 3.850% per annum, payable semi-annually in cash on April 1 and October 1 each
year.
Material Terms of the Exchange Offer:
·
The exchange offer expires at 5:00 p.m., New York City time, on October 19, 2015, unless extended.
·
Upon expiration of the exchange offer, all outstanding notes that are validly tendered and not withdrawn will be exchanged for an equal
principal amount of the exchange notes.
·
You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.
·
The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.
·
The exchange of the exchange notes for outstanding notes will not be a taxable exchange for U.S. federal income tax purposes.
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·
The Operating Partnership will not receive any proceeds from the exchange offer.
·
There is no existing public market for the outstanding notes or the exchange notes. The Operating Partnership does not intend to list the
exchange notes on any securities exchange or quotation system.
See "Risk Factors" beginning on page 12 for a discussion of certain risks that you should consider before participating in the exchange
offer.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. The letter of transmittal accompanying
this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for outstanding notes where such exchange notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities. The Operating Partnership has agreed that for a period of 120 days after the completion
of the exchange offer, it will make this prospectus available to any broker-dealer for use in any such resale. See "Plan of Distribution" on page 198.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated September 18, 2015
Table of Contents
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS

ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
ii

ADDITIONAL INFORMATION
iii

PROSPECTUS SUMMARY
1

RISK FACTORS
12

THE EXCHANGE OFFER
30

RATIO OF EARNINGS TO FIXED CHARGES
40

USE OF PROCEEDS
41

CAPITALIZATION
42

BUSINESS
43

SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL INFORMATION
70

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
73

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
84

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
115

MANAGEMENT AND CORPORATE GOVERNANCE
116

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EXECUTIVE AND DIRECTOR COMPENSATION
123

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
170

SECURITY OWNERSHIP OF WPG MANAGEMENT AND PRINCIPAL HOLDERS
171

DESCRIPTION OF NOTES
174

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
193

PLAN OF DISTRIBUTION
198

LEGAL MATTERS
199

EXPERTS
199

INDEX TO FINANCIAL STATEMENTS
F-1
You should rely only on the information presented in this prospectus. The Operating Partnership has not authorized anyone else to
provide you with different information. The Operating Partnership is only offering these exchange notes in jurisdictions where the offer is
permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus.
Table of Contents
ABOUT THIS PROSPECTUS
The Operating Partnership has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC") to register the
exchange offer contemplated in this prospectus. This prospectus is part of that registration statement. You should read this prospectus together with the
additional information described under the heading "Additional Information."
You should rely only on the information contained in this prospectus. The Operating Partnership has not authorized anyone to provide you with any
information or represent anything about the Operating Partnership, its financial results or this offering that is not contained in this prospectus. If given or
made, any such other information or representation should not be relied upon as having been authorized by us. The Operating Partnership is not making
an offer to sell these exchange notes in any jurisdiction where the offer or sale is not permitted.
The information in this prospectus is applicable only as of the date on its cover, and may change after that date. For any time after the cover date of
this prospectus, the Operating Partnership does not represent its affairs are the same as described or the information in this prospectus is correct, nor
does it imply those things by delivering this prospectus or issuing exchange notes to you.
In this prospectus, references to "we," "us" and "our" refer to Washington Prime Group, L.P., its subsidiaries and entities in which it (or an
affiliate) has a material ownership or financial interest, on a consolidated basis, unless the context indicates otherwise. References to the "Operating
Partnership" refer to Washington Prime Group, L.P. and not its subsidiaries. References to "WPG" refer to WP Glimcher Inc., the sole general partner
of Washington Prime Group, L.P.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain parts of this prospectus contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results,
performance or achievements of results to differ materially from any future results, performance or achievements expressed or implied by such forward-
looking statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can
give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these
forward-looking statements due to a variety of risks and uncertainties. Such risks, uncertainties and other important factors include, among others: our
ability to meet debt service requirements, the availability of financing, adverse effects of our significant level of indebtedness, including decreasing our
business flexibility and increasing our interest expense, the impact of restrictive covenants in the agreements that govern our indebtedness, risks relating
to our acquisition of Glimcher Realty Trust ("Glimcher") and its operating partnership subsidiary pursuant to a definitive agreement and plan of merger
with Glimcher and certain affiliated parties, including the ability to effectively integrate the business with that of Glimcher, changes in our credit rating,
changes in market rates of interest, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties,
general risks related to retail real estate, including the ability to renew leases or lease new properties on favorable terms, dependency on anchor stores or
major tenants and on the level of revenues realized by tenants, the liquidity of real estate investments, environmental liabilities, international, national,
regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to
collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, intensely competitive market
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environment in the retail industry, costs of common area maintenance, insurance costs and coverage, dependency on key management personnel,
terrorist activities, changes in economic and market conditions and maintenance of WPG's status and the status of certain of our subsidiaries as real
estate investment trusts, all as discussed below in "Risk Factors."
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Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management's opinions only as of
the date hereof.
Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from those described in
this prospectus as anticipated, believed, estimated, expected, intended, planned or projected. Except as required by law, we neither intend nor assume
any obligation to revise or update these forward-looking statements, which speak only as of their dates.
ADDITIONAL INFORMATION
In connection with the exchange offer, we have filed with the SEC a registration statement on Form S-4, under the Securities Act, relating to the
exchange notes to be issued in the exchange offer. As permitted by SEC rules, this prospectus omits information included in the registration statement.
For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits. With respect to
statements in this prospectus about the contents of any contract, agreement or other document, we refer you to the copy of such contract, agreement or
other document filed as an exhibit to the registration statement, and each such statement is qualified in all respects by reference to the document to
which it refers.
Following effectiveness of the registration statement relating to the exchange offer, we will file annual, quarterly and current reports and other
information with the SEC. The base indenture, dated as of March 24, 2015, between the Operating Partnership and U.S. Bank National Association, as
trustee, as supplemented by the first supplemental indenture, dated as of March 24, 2015 (the base indenture as supplemented, the "indenture"), pursuant
to which the notes are issued requires us to make available to the holders of the notes annual reports containing our financial statements audited by our
independent auditors as well as other information, documents and other information we file with the SEC under Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
You may read and copy any reports or other information that we file with the SEC. Such filings are available to the public over the Internet at the
SEC's website at www.sec.gov. The SEC's website is included in this prospectus as an inactive textual reference only. You may also read and copy any
document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of the registration statement relating to this
exchange offer and other information that we file with the SEC at no cost by calling us or writing to us at the following address:
Washington Prime Group, L.P.
c/o WP Glimcher Inc.
180 East Broad Street
Columbus, Ohio 43215
Attention: General Counsel
Telephone: (614) 621-9000
In order to obtain timely delivery of such materials, you must request documents from us no later than five business days before you make
your investment decision or at the latest by October 9, 2015.
A copy of the registration statement on Form S-4 and other information that we file with the SEC is also available free of charge on our website,
www.wpglimcher.com. Our website is included in this prospectus as an inactive textual reference only. The information contained on our website is not
incorporated by reference into this prospectus and such information should not be considered a part of this prospectus.
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PROSPECTUS SUMMARY
The following summary contains information about our business and the exchange offer. It does not contain all information that may be important
to you in making a decision to exchange outstanding notes for exchange notes. You should carefully read this prospectus in its entirety before making
an investment decision. In particular, you should read the section titled "Risk Factors," our consolidated and combined financial statements and the
related notes thereto and our pro forma information and related notes thereto included elsewhere in this prospectus. All financial data provided in this
prospectus are financial data of the Operating Partnership and its consolidated subsidiaries unless otherwise disclosed.
Overview
Washington Prime Group, L.P. is an Indiana limited partnership and the majority-owned operating partnership subsidiary of WP Glimcher Inc.
(formerly known as Washington Prime Group Inc.), an Indiana corporation ("WPG"). We own, develop and manage, through our affiliates, real estate
properties and other assets. As of June 30, 2015, we owned or held an interest in 121 shopping centers located in 30 states in the United States,
consisting of strip centers and malls and comprising approximately 68 million square feet of gross leasable area ("GLA").
WPG is our general partner and operates as a self-administered and self-managed real estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"). REITs will generally not be liable for federal corporate income taxes as long as they continue
to distribute not less than 100% of their taxable income and satisfy certain other requirements. As of June 30, 2015, WPG owned 84.2% of our common
units and certain series of our preferred units which have substantially the same economic terms as outstanding series of WPG preferred stock.
The Operating Partnership was created to hold the strip center business and smaller enclosed malls of Simon Property Group, Inc. ("SPG") and its
subsidiaries. On May 28, 2014, we and WPG separated from SPG through the distribution of 100% of the outstanding units of the Operating Partnership
to the owners of Simon Property Group, L.P., SPG's operating partnership, and 100% of the outstanding common shares of WPG to SPG's stockholders
in a tax-free distribution. Prior to the separation, we and WPG were wholly owned subsidiaries of SPG and its subsidiaries. Prior to or concurrent with
the separation, SPG engaged in certain formation transactions that were designed to consolidate the ownership of its interests in 98 properties ("SPG
Businesses") and distribute such interests to us. Before the completion of the separation, SPG Businesses were operated as subsidiaries of SPG, which
operates as a REIT under the Internal Revenue Code.
We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on
tenants' sales volumes, offering property operating services to our tenants and others, including energy, waste handling and facility services, and
reimbursements from tenants for certain recoverable expenditures such as property operating, real estate taxes, repair and maintenance, and advertising
and promotional expenditures. We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases
of anchor and inline tenant spaces, redeveloping or renovating existing properties to increase the leasable square footage, and increasing the productivity
of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space. In addition, we believe that there are
opportunities for us to acquire additional shopping centers that match our investment criteria.
On January 15, 2015, we acquired Glimcher Realty Trust ("Glimcher") and certain of its affiliates, including Glimcher Properties Limited
Partnership, its operating partnership, pursuant to a definitive agreement and plan of merger among WPG, the Operating Partnership, certain of our
affiliates, Glimcher and its operating partnership dated September 16, 2014 (the "Merger Agreement"), in two triangular merger transactions valued at
approximately $4.2 billion, including the assumption of debt

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(collectively, the "Merger"). Prior to the Merger, Glimcher was a Maryland REIT engaged in the ownership, management, acquisition and development
of retail properties, including mixed-use, open-air and enclosed regional malls as well as outlet centers.
In connection with the closing of the Merger, Glimcher was merged into a newly formed direct subsidiary of the Operating Partnership and another
newly formed indirect subsidiary of the Operating Partnership was merged into Glimcher's operating partnership. In the Merger, we acquired 23
shopping centers comprised of approximately 15.8 million square feet of GLA and assumed additional mortgages on 14 properties with a fair value of
approximately $1.4 billion.
In the Merger, Glimcher common shareholders received, for each Glimcher common share, $14.02 consisting of $10.40 in cash and 0.1989 of a
share of WPG's common stock valued at $3.62 per Glimcher common share, based on the closing price of WPG's common stock on the Merger closing
date. Additionally, the preferred stock of Glimcher was converted into preferred stock of WPG. The Operating Partnership issued to WPG 29,942,877
common units as consideration for the common shares issued in the Merger, 4,700,000 preferred units (the "Series G preferred units") as consideration
for the shares of 8.125% Series G Cumulative Redeemable Preferred Stock (the "Series G preferred shares") issued in the Merger, 4,000,000 preferred
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units as consideration for the shares of 7.5% Series H Cumulative Redeemable Preferred Stock issued in the Merger and 3,800,000 preferred units as
consideration for the shares of 6.875% Series I Cumulative Redeemable Preferred Stock issued in the Merger. Furthermore, each outstanding common
unit of Glimcher's operating partnership held by limited partners was converted into 0.7431 of a common unit of the Operating Partnership, resulting in
the issuance of 1,621,695 common units to the limited partners of Glimcher's operating partnership. The Operating Partnership also issued 130,592
Series I-1 Preferred Units to limited partners of Glimcher's operating partnership who held such preferred units immediately prior to the effective time
of the Merger. On April 15, 2015, the Operating Partnership redeemed 4,700,000 Series G preferred units resulting from WPG's redemption of all of the
4,700,000 shares of issued and outstanding Series G preferred shares on that date.
Recent Transactions
Joint Venture with O'Connor Mall Partners, L.P.
On February 25, 2015, we (through certain of our affiliates), O'Connor Mall Partners, L.P., a Delaware limited partnership ("OC"), and Fidelity
National Title Insurance Company, as escrow agent ("Fidelity"), entered into a purchase, sale and escrow agreement (the "Purchase and Sale
Agreement"), pursuant to which we sold a 49% partnership interest in three newly formed limited partnerships with an aggregate value of
approximately $1.625 billion (the "Joint Ventures" and collectively, the "Joint Venture Transaction") to OC. We retained the remaining 51% partnership
interest in each of the Joint Ventures. The Joint Venture Transaction closed on June 1, 2015. We applied all of the net sale proceeds from the
transaction, equal to approximately $432 million, to repay a portion of the then outstanding borrowings under our $1.25 billion senior unsecured bridge
loan facility (the "Bridge Loan") entered into in connection with the execution of the Merger Agreement.
The Joint Ventures collectively own the following malls and certain related out-parcels acquired in the Merger: The Mall at Johnson City located in
Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place® located in Columbus, Ohio; Scottsdale Quarter® located in
Scottsdale, Arizona; and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood,
Kansas. We retained management and leasing responsibilities for the properties.
Simultaneous with the closing of the transaction, we and OC entered into a limited partnership agreement ("LPA") with respect to each Joint
Venture. We will generally manage and conduct the day-to-day operations of the Joint Ventures, except that certain major decisions will require our
consent

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and the consent of OC. The LPA for each Joint Venture contains certain restrictions on each party's ability to transfer its interest in the Joint Venture,
including an initial lock-up period of five years, after which period, subject to certain other restrictions on transfer and certain other limitations, either
party has certain rights to transfer its interest in the Joint Venture. The LPA also provides that neither we nor OC will own, develop or manage
competing malls within a certain specified radius of each of the properties owned by the respective Joint Venture, subject to certain exceptions.
2015 Term Loan
On June 4, 2015, the Operating Partnership borrowed $500 million under a new term loan (the "2015 Term Loan"), pursuant to a commitment
received from bank lenders. The 2015 Term Loan bears interest at one-month LIBOR plus 1.15% and will mature in March 2020. On June 19, 2015,
the Operating Partnership executed interest rate swap agreements totaling $500 million, with an effective date of July 6, 2015, which effectively fixed
the interest rate on the 2015 Term Loan at 2.26% through June 2018. The interest rate on the 2015 Term Loan may vary based on the Operating
Partnership's credit rating. The Operating Partnership used $488.6 million of the $500 million in proceeds from the 2015 Term Loan to repay the
balance on the Bridge Loan remaining after the application of the proceeds from the offering of the notes, the refinancing of certain property mortgages
and the Joint Venture Transaction.
Corporate Information
Washington Prime Group, L.P. was formed in the State of Indiana on January 17, 2014. Our principal executive offices are located at 180 East
Broad Street, Columbus, Ohio 43215, and our telephone number is (614) 621-9000.

3
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Table of Contents

The Exchange Notes
The terms of the exchange notes are substantially identical to the outstanding notes, except the transfer restrictions, registration rights and additional
interest provisions applicable to the outstanding notes will not apply to the exchange notes. The following is a summary of the principal terms of the
exchange notes. A more detailed description is contained in the section "Description of Notes" in this prospectus.
Issuer:
Washington Prime Group, L.P.
Notes Offered:
$250,000,000 aggregate principal amount of 3.850% Senior Notes due 2020.
Stated Maturity Date:
The notes will mature on April 1, 2020 (the "stated maturity date") unless redeemed at our option prior
to such date.
Interest Rate:
3.850% per year.
Interest Payment Dates:
April 1 and October 1 of each year, beginning on October 1, 2015.
Optional Redemption:
The Operating Partnership may, at its option, redeem the exchange notes, in whole at any time or in part
from time to time, prior to March 2, 2020 (30 days prior to the stated maturity date), for cash, at a
redemption price equal to the greater of (i) 100% of the aggregate principal amount of the exchange notes
to be redeemed or (ii) a "make-whole" amount equal to the sum of the present values of the remaining
scheduled payments of principal of and interest on the exchange notes to be redeemed, calculated as if the
stated maturity date was March 2, 2020, plus, in each case, unpaid interest, if any, accrued to, but not
including, the date of redemption. In addition, at any time on or after March 2, 2020 (30 days prior to the
stated maturity date), the Operating Partnership may, at its option, redeem the exchange notes, in whole
at any time or in part from time to time, for cash, at a redemption price equal to 100% of the aggregate
principal amount of the exchange notes to be redeemed plus unpaid interest, if any, accrued to, but not
including, the date of redemption.

See "Description of Notes--Optional Redemption."
Use of Proceeds:
We will not receive any cash proceeds from issuance of the exchange notes offered by this prospectus.
Certain Covenants:
Under the indenture governing the exchange notes, the Operating Partnership has agreed, among other
things, to certain restrictions on incurring debt and using its assets as security in other transactions and
other restrictions. See "Description of Notes--Certain Covenants."

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Ranking:
The notes will be the unsecured and unsubordinated indebtedness of the Operating Partnership and will
rank equally in right of payment with all of the Operating Partnership's existing and future unsecured and
unsubordinated indebtedness, will not be guaranteed by either WPG or any of the Operating Partnership's
subsidiaries and will be effectively subordinated to all of the liabilities and any preferred equity of the
Operating Partnership's subsidiaries and to all of the Operating Partnership's secured indebtedness to the
extent of the value of the assets securing such indebtedness.

As of June 30, 2015, the Operating Partnership had approximately $1.7 billion of unsecured and
unsubordinated indebtedness and no secured debt, and the Operating Partnership's subsidiaries had
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$2.0 billion of secured debt (excluding the Operating Partnership's pro rata share of the mortgage debt of
unconsolidated properties, which, as of June 30, 2015, was $412.4 million), and $6.1 million of preferred
and other redeemable equity outstanding.
Further Issuances:
The Operating Partnership may, from time to time, without notice to or the consent of the holders of the
exchange notes offered by this prospectus, issue additional debt securities with the same terms as such
exchange notes (other than the date of issuance and, under certain circumstances, the issue price, the date
from which interest begins to accrue and the first payment of interest thereon), and such additional debt
securities will form a single series of debt securities under the indenture with the exchange notes offered
by this prospectus.

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Trading:
The notes are a new issue of securities with no established trading market. The Operating Partnership
does not intend to apply for listing of the notes on any national securities exchange or for inclusion of the
notes on any automated dealer quotation system. The initial purchasers of the outstanding notes (the
"initial purchasers") have advised the Operating Partnership that they presently intend to make a market
in the notes, but they are not obligated to do so and may discontinue any market-making at any time
without notice to, or the consent of, holders of the notes. An active trading market for the notes may not
develop or continue, which would adversely affect the market price and liquidity for the notes. See "Risk
Factors--Risks Relating to the Exchange Offer and the Notes--There is currently no trading market for
the exchange notes, and an active public trading market for the exchange notes may not develop or, if it
does develop, may not be maintained or be liquid. The failure of an active public trading market for the
exchange notes to develop or be maintained is likely to adversely affect the market price and liquidity of
the exchange notes."
Form; Denomination:
The exchange notes will be issued in denominations of $2,000 and integral multiples of $1,000 above
such amount. The exchange notes will be represented by one or more global notes in fully registered
form, deposited with the trustee as custodian for, and registered in the name of, a nominee of DTC, as
depository. Except in the limited circumstances described under "Description of Notes--Form; Book-
Entry System--Exchange of Global Notes for Certificated Notes," exchange notes in certificated form
will not be issued or exchanged for interests in global notes.
Trustee:
U.S. Bank National Association
Governing Law:
State of New York

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The Exchange Offer
The summary below describes the principal terms and conditions of the exchange offer. Certain of these terms and conditions are subject to
important limitations and exceptions. The section of this prospectus entitled "Description of Notes" contains a more detailed description of the terms and
conditions.
General:

In connection with the private placement of the outstanding notes, we entered
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into a registration rights agreement in which we agreed, among other things,
to use our commercially reasonable efforts to cause the exchange offer
described in this prospectus to be consummated. You are entitled to exchange
in the exchange offer your outstanding notes for exchange notes, which are
identical in all material respects to the outstanding notes except:

· the offer and sale of the exchange notes will have been registered under the
Securities Act;

· the exchange notes are not entitled to any registration rights that are
applicable to the outstanding notes under the registration rights agreement;
and

· the provisions of the registration rights agreement that provide for payment
of additional amounts upon a registration default will no longer be
applicable.

The Exchange Offer:
We are offering to exchange up to $250,000,000 aggregate principal amount
of our 3.850% Senior Notes due 2020, the offer and sale of which have been
registered under the Securities Act, for any and all of our outstanding 3.850%
Senior Notes due 2020.

Outstanding notes may be exchanged only in denominations of $2,000 and in
integral multiples of $1,000 in excess thereof.

Subject to the satisfaction or waiver of specified conditions, we will
exchange the exchange notes for all outstanding notes that are validly
tendered and not validly withdrawn prior to the expiration of the exchange
offer. We will cause the exchange to be effected promptly after the expiration
of the exchange offer.

Resale:
We believe the exchange notes issued in the exchange offer may be offered
for resale, resold or otherwise transferred by you without compliance with the
registration and prospectus delivery requirements of the Securities Act,
provided that:

· you are not an "affiliate" of ours;

· the exchange notes you receive pursuant to the exchange offer are being
acquired in the ordinary course of your business;

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· you have no arrangement or understanding with any person to participate
in the distribution of the exchange notes issued to you in the exchange
offer;

· if you are not a broker-dealer, you are not engaged in, and do not intend to
engage in, a distribution of the exchange notes issued in the exchange
offer; and

· if you are a broker-dealer, you will receive the exchange notes for your
own account, the outstanding notes were acquired by you as a result of
market-making or other trading activities, and you will deliver a
prospectus when you resell or transfer any exchange notes issued in the
exchange offer. See "Plan of Distribution" for a description of the
prospectus delivery obligations of broker dealers in the exchange offer.
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If you do not meet these requirements, your resale of the exchange notes
must comply with the registration and prospectus delivery requirements of the
Securities Act.

Our belief is based on interpretations by the SEC staff, as set forth in no-
action letters issued to third parties. The SEC staff has not considered this
exchange offer in the context of a no-action letter, and we cannot assure you
that the SEC staff would make a similar determination with respect to this
exchange offer.

If our belief is not accurate and you transfer an exchange note without
delivering a prospectus meeting the requirements of the federal securities
laws or without an exemption from these laws, you may incur liability under
the federal securities laws. We do not and will not assume, or indemnify you
against, this liability.

See "The Exchange Offer--Consequences of Exchanging Outstanding
Notes."

Expiration Date:
The exchange offer expires at 5:00 p.m., New York City time, on
October 19, 2015, unless the exchange offer is extended. See "The Exchange
Offer--Terms of the Exchange Offer; Expiration Time."

Withdrawal Rights:
You may withdraw your tender of outstanding notes at any time prior to the
expiration time by delivering a notice of withdrawal to the exchange agent in
conformity with the procedures discussed under "The Exchange Offer--
Withdrawal Rights." We will return to you any of your outstanding notes that
are not accepted for any reason for exchange, without expense to you,
promptly after the expiration or termination of the exchange offer.

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Interest on the Exchange Notes and
Each exchange note bears interest at the rate of 3.850% per year from and
the Outstanding Notes:
including March 24, 2015. The first interest payment date is October 1, 2015.
The interest on the notes is payable semiannually on April 1 and October 1
each year. No interest will be paid on outstanding notes following their
acceptance for exchange.

Conditions to the Exchange Offer:
The exchange offer is subject to customary conditions, some of which we
may waive in our sole discretion. See "The Exchange Offer--Conditions to
the Exchange Offer." The exchange offer is not conditioned upon any
minimum principal amount of outstanding notes being tendered for exchange.

Procedures for Tendering
If you wish to participate in the exchange offer, you must complete, sign and
Outstanding Notes:
date the accompanying letter of transmittal, or a facsimile of the letter of
transmittal, according to the instructions contained in this prospectus and the
letter of transmittal. You must then mail or otherwise deliver the letter of
transmittal, or a facsimile of the letter of transmittal, together with the
outstanding notes and any other required documents, to the exchange agent at
the address set forth on the cover page of the letter of transmittal.

If you hold outstanding notes through The Depository Trust Company
("DTC") and wish to participate in the exchange offer, you must comply with
the procedures under DTC's Automated Tender Offer Program by which you
will agree to be bound by the letter of transmittal. By signing, or agreeing to
be bound by, the letter of transmittal, you will represent to us that, among
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