Obbligazione Washington Premier Group L.P. 5.95% ( US939648AE19 ) in USD

Emittente Washington Premier Group L.P.
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US939648AE19 ( in USD )
Tasso d'interesse 5.95% per anno ( pagato 2 volte l'anno) - Obbligazione č in default, i pagamenti sono sospes
Scadenza 15/08/2024 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Washington Prime Group L.P US939648AE19 in USD 5.95%, scaduta


Importo minimo 1 000 USD
Importo totale 750 000 000 USD
Cusip 939648AE1
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Washington Prime Group L.P. č una societā di investimento immobiliare statunitense specializzata nello sviluppo, nella gestione e nella proprietā di centri commerciali di fascia alta e centri commerciali aperti.

The Obbligazione issued by Washington Premier Group L.P. ( United States ) , in USD, with the ISIN code US939648AE19, pays a coupon of 5.95% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/08/2024







424B2 1 a2232868z424b2.htm 424B2
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-206500-01
CALCULATION OF REGISTRATION FEE





Maximum
Maximum
Title of Each Class of Securities
Amount To Be
Offering Price
Aggregate
Amount of
to be Registered

Registered

Per Security

Offering Price

Registration Fee(1)

5.950% Notes due 2024

$750,000,000

98.467%

$738,502,500

$85,593

(1)
Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated July 31, 2017)
$750,000,000
Washington Prime Group, L.P.
5.950% Notes due 2024
Washington Prime Group, L.P. (the "Operating Partnership"), the majority-owned limited partnership subsidiary through which Washington Prime Group Inc. (together with its
subsidiaries, including the Operating Partnership, the "Company") holds all of its assets and conducts all of its operations, is offering $750 million aggregate principal amount of 5.950% Notes
due 2024 (the "Notes"). The Operating Partnership will pay interest on the Notes semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2018. The
interest rate payable on the Notes will be increased by 0.50%, or 50 basis points, if, at any time, at least two of Moody's, S&P and Fitch (or, in each case, a substitute rating agency therefor)
downgrades the credit rating assigned to the Notes below "investment grade," as described in "Description of Notes--Interest Rate Adjustment." The Notes will mature on August 15, 2024.
However, the Operating Partnership may redeem the Notes prior to maturity at its option, at any time in whole or from time to time in part, at the applicable redemption price described in this
prospectus supplement under "Description of Notes." If the Notes are redeemed on or after June 15, 2024, the redemption price will not include a make-whole amount (defined herein).
The Notes will be the Operating Partnership's unsecured and unsubordinated obligations and will rank equally in right of payment with all of the Operating Partnership's existing and
future unsecured and unsubordinated indebtedness. The Notes will be effectively subordinated in right of payment to the Operating Partnership's existing and future secured indebtedness (to the
extent of the value of the collateral securing such indebtedness). The Notes will also be structurally subordinated in right of payment to all existing and future indebtedness and other liabilities,
whether secured or unsecured, and preferred equity of the Operating Partnership's subsidiaries.
The Notes will not be guaranteed by the Company or any of its subsidiaries.
The Notes are a new issue of securities with no established trading market. The Operating Partnership does not intend to apply to list the Notes on any securities exchange or on any
automated dealer quotation system.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement and Item 1A of the
Operating Partnership's and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.







Per Note

Total

Public Offering Price(1)

98.467%

$738,502,500

https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


Underwriting Discount

0.750%

$5,625,000

Proceeds (before offering expenses) to the Operating Partnership(1)

97.717%

$732,877,500

(1)
Plus accrued interest from August 4, 2017, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that delivery of the Notes will be made to investors in book-entry only form through the facilities of The Depository Trust Company on or about August 4, 2017.
Joint Book-Running Managers
BofA Merrill Lynch

Goldman Sachs & Co. LLC

Jefferies

US Bancorp
Senior Co-Managers
Capital One Securities

KeyBanc Capital Markets

SunTrust Robinson Humphrey
Co-Managers
BBVA

BNY Mellon Capital

Fifth Third

Huntington Capital
Markets, LLC
Securities
Markets
Mizuho Securities

MUFG

Regions

Scotiabank
Securities LLC
SMBC Nikko

TD Securities
The date of this prospectus supplement is August 1, 2017.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement



ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
S-ii
SUMMARY

S-1
RISK FACTORS

S-7
USE OF PROCEEDS
S-13
RATIO OF EARNINGS TO FIXED CHARGES
S-14
DESCRIPTION OF NOTES
S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-29
UNDERWRITING (CONFLICTS OF INTEREST)
S-50
LEGAL MATTERS
S-55
EXPERTS
S-55
WHERE TO FIND ADDITIONAL INFORMATION
S-56
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-56

Page
Prospectus



ABOUT THIS PROSPECTUS
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

1
WHERE TO FIND ADDITIONAL INFORMATION

2
WHO WE ARE

2
RISK FACTORS

3
USE OF PROCEEDS

3
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER

4
PLAN OF DISTRIBUTION

15
LEGAL MATTERS

17
EXPERTS

17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

17
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying
prospectus, which gives more general information, some of which may not apply to this offering. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus, on the other hand,
the information in this prospectus supplement shall control.
You should read this document together with additional information described under the headings "Where to Find Additional
Information" and "Incorporation of Certain Information by Reference" in this prospectus supplement. Neither we nor the underwriters have
authorized anyone to provide you with information different from, or additional to, that contained or incorporated by reference in this
prospectus supplement, and we take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. We are not, and none of the underwriters are, making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information in this prospectus supplement and the accompanying prospectus, as well as the
information we and the Company have previously filed with the Securities and Exchange Commission, or the SEC, and incorporated by
reference in this document, is accurate only as of its date or the date which is specified in those documents. Our business, financial condition,
liquidity, results of operations and prospects may have changed since those respective dates.
References in this prospectus supplement to the "Operating Partnership," "WPG L.P.," "we," "us," or "our" are to Washington Prime Group, L.P.,
an Indiana limited partnership, and references herein to "WPG Inc.," "WPG," or the "Company" are to Washington Prime Group Inc., an Indiana
corporation and its consolidated subsidiaries, including Washington Prime Group, L.P. The term "you" refers to a prospective investor.
WPG Inc. operates as a self-managed and self-administered real estate investment trust, or REIT. WPG Inc. owns properties and conducts
operations through the Operating Partnership, of which WPG Inc. is the sole general partner and of which it held approximately 84.3% of the partnership
interests, or OP units, at June 30, 2017. The remaining OP units are owned by various limited partners. As the sole general partner of the Operating
Partnership, WPG Inc. has the exclusive and complete responsibility for the Operating Partnership's day-to-day management and control. Management
operates WPG Inc. and the Operating Partnership as one enterprise. The management of WPG Inc. consists of the same persons who direct the
management of the Operating Partnership. As general partner with control of the Operating Partnership, WPG Inc. consolidates the Operating
Partnership for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in the Operating Partnership.
Therefore, the assets and liabilities of WPG Inc. and the Operating Partnership are substantially the same on their respective consolidated financial
statements and the disclosures of WPG Inc. and the Operating Partnership also are substantially similar.
S-ii
Table of Contents
SUMMARY
The following summary contains basic information about this offering and the principal terms of the Notes. It does not contain all of the
information that you should consider before deciding whether to invest in the Notes. To understand this offering fully prior to making an investment
decision, you should carefully read this prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be
incorporated by reference herein and therein. See "Where to Find Additional Information" in this prospectus supplement. You should also carefully
consider the "Risk Factors" sections in this prospectus supplement and in our and the Company's Annual Report on Form 10-K for the year ended
December 31, 2016, incorporated by reference in this prospectus supplement and the accompanying prospectus, as such may be updated in any future
filings we make under the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the completion of this offering.
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


The Operating Partnership and WPG Inc.
WPG Inc. is an Indiana corporation that operates as a fully integrated, self-administered and self-managed real estate investment trust, or REIT,
under the Internal Revenue Code of 1986, as amended, or the 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 REIT taxable income and satisfy certain other requirements. The Operating Partnership is
WPG Inc.'s majority-owned limited partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate
properties and other assets. WPG Inc. is the sole general partner of the Operating Partnership. As of June 30, 2017, our assets consisted of material
interests in 110 shopping centers in the United States, consisting of community shopping centers and enclosed retail properties, comprised of
approximately 60 million square feet of gross leasable area.
Business Opportunities
We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants' sales
volumes and reimbursements from tenants for certain expenses. We seek to re-lease our spaces at higher rents and increase our occupancy rates, and to
enhance the performance of our properties and increase our revenues by, among other things, adding or replacing anchors or big-box tenants, re-
developing 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.
Additionally, we feel there are opportunities to enhance our portfolio and balance sheet through active portfolio management. We believe that there
are opportunities for us to acquire additional shopping centers that match our investment and strategic criteria. We invest in real estate properties to
maximize total financial return which includes both operating cash flows and capital appreciation. We also seek to dispose of or contribute to a joint
venture assets that no longer meet our strategic criteria. These dispositions will be a combination of asset sales and transitions of over-levered
properties to lenders.
Additional information about the Company and its subsidiaries, including the Operating Partnership, is included in documents incorporated by
reference into this prospectus supplement. See "Where to Find Additional Information" and "Incorporation of Certain Information by Reference" in this
prospectus supplement.
S-1
Table of Contents
Corporate Information
The Operating Partnership was organized and WPG Inc. was incorporated under the laws of the State of Indiana, and the Operating Partnership's
principal executive offices are located at 180 East Broad Street, Columbus, Ohio 43215, with an additional corporate office located at 111 Monument
Circle, Indianapolis, Indiana 46204. The telephone number to the Operating Partnership's principal office is (614) 621-9000. WPG Inc.'s website can be
found at www.washingtonprime.com. The information contained on, or accessible through, our website is not, and you must not consider the
information to be, part of, or incorporated by reference into, this prospectus supplement or the accompanying prospectus.
S-2
Table of Contents

The Offering
The following is a brief summary of some of the terms of this offering. A more detailed description is contained in this prospectus supplement under
the section "Description of Notes," together with the section "Description of Debt Securities We May Offer" in the accompanying prospectus. To
understand all of the terms of this offering of the Notes, you should carefully read this prospectus supplement and the accompanying prospectus and the
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


documents we refer to, or incorporate by reference, herein and therein.
Issuer
Washington Prime Group, L.P.
Notes Offered
$750 million aggregate principal amount of 5.950% Notes due 2024.
Maturity
Unless earlier redeemed, the Notes will mature on August 15, 2024.
Optional Redemption
We may redeem the Notes at our option at any time in whole or from time to time in part at the applicable
redemption price specified herein. If the Notes are redeemed on or after June 15, 2024 (two months prior to
the stated maturity date), the redemption price will be equal to 100% of the principal amount of the Notes
being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date (and will
not include a make-whole amount). See "Description of Notes."
Interest
The Notes will bear interest at a rate of 5.950% per year. Interest will be payable semi-annually in arrears
on February 15 and August 15 of each year, beginning February 15, 2018.
Interest Rate Adjustment
The interest rate payable on the Notes will be increased by 0.50%, or 50 basis points, if, at any time, at least
two of Moody's, S&P and Fitch (or, in each case, a substitute rating agency therefor) downgrades the credit
rating assigned to the Notes below "investment grade," as contemplated herein. See "Description of Notes--
Interest Rate Adjustment."
Ranking
The Notes will be our unsecured and unsubordinated obligations and will:

· rank equally in right of payment with all of our existing and future unsecured and unsubordinated
indebtedness;

· be effectively subordinated in right of payment to all of our existing and future secured indebtedness (to
the extent of the value of the collateral securing such indebtedness); and

· be structurally subordinated in right of payment to all existing and future indebtedness and other
liabilities, whether secured or unsecured, and preferred equity of our subsidiaries.
S-3
Table of Contents

As of June 30, 2017, we had outstanding approximately $1.6 billion of unsecured and unsubordinated
indebtedness and no secured indebtedness, and our subsidiaries had $1.4 billion of secured notes payable
and $205.8 million of preferred and other redeemable equity outstanding.
No Guarantees
The Notes will not be guaranteed by WPG Inc. or any of its subsidiaries.
Certain Covenants
Under the indenture, we have agreed, among other things, to certain restrictions on incurring Indebtedness
(as defined herein) and using our assets as security in other transactions and other restrictions.

We will not, and will not permit any Subsidiary (as defined herein) to, incur any Indebtedness if as a result
of such incurrence the aggregate principal amount of all of their outstanding Indebtedness on a consolidated
basis:

· would be greater than 60% of Total Assets (as defined herein) or

· with respect to Indebtedness secured by an Encumbrance (as defined herein) on our property or that of
any subsidiary, would be greater than 40% of Total Assets.

We will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated
EBITDA (as defined herein) to the Annual Service Charge (as defined herein) for the four consecutive fiscal
quarters ended on the most recent reporting date would have been less than 1.50 to 1.00, on a pro forma
basis, after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


of such Indebtedness, calculated subject to certain assumptions.

We and our Subsidiaries will at all times own Total Unencumbered Assets (as defined herein) equal to at
least 150% of the aggregate outstanding principal amount of our consolidated Unsecured Indebtedness (as
defined herein).

These covenants are subject to a number of important exceptions and qualifications.
Use of Proceeds
We expect the net proceeds from the sale of the Notes in this offering will be approximately $730.2 million,
after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use
the net proceeds from this offering to pay off the outstanding term indebtedness under our May 2014 Term
Loan (as defined herein). The remaining net proceeds shall be used to reduce the outstanding term
indebtedness under our June 2015 Term Loan (as defined herein). See "Use of Proceeds."
S-4
Table of Contents
Conflicts of Interest
Certain of the underwriters or their affiliates are lenders under our May 2014 Term Loan being repaid with
the net proceeds from this offering, and will receive a portion of those net proceeds. Additionally, certain of
the underwriters or their affiliates are lenders under our June 2015 Term Loan. To the extent that a portion of
the net proceeds from this offering is used to repay amounts outstanding under our June 2015 Term Loan,
certain of the underwriters or their affiliates will receive a portion of those net proceeds. See "Underwriting
(Conflicts of Interest)--Conflicts of Interest."
No Public Market
The Notes are a new issue of securities with no established trading market. We do not intend to apply for
listing of the Notes on any securities exchange or for quotation of the Notes on any automated dealer
quotation system. The underwriters have advised us that they 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. An active
trading market for the Notes may not develop or continue, which would adversely affect the market price
and liquidity for the Notes.
Book-Entry Form
The Notes will be book entry only and registered in the name of a nominee of The Depository Trust
Company ("DTC"). Investors may elect to hold interests in the Notes through Clearstream Banking, S.A.
("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear"), which in turn will hold interests in the Notes
in their capacity as participants at DTC. The Notes will be issued only in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.
Additional Notes
We may, from time to time, without notice to or the consent of the holders of the Notes, create and issue
additional debt securities having the same terms as the Notes in all respects, except for the issue date and,
under certain circumstances, the issue price, the date from which interest begins to accrue and the first
payment of interest thereon, provided that any additional debt securities must be fungible with the
previously outstanding Notes for U.S. federal income tax purposes, provided, however, that no such
additional issuance may occur prior to the date that is six months subsequent to the date of the initial
issuance of the Notes (that is, not prior to February 4, 2018).
Trustee and Paying Agent
U.S. Bank National Association will be the trustee and paying agent under the indenture relating to the
Notes.
Governing Law
The indenture and the Notes will be governed by the laws of the State of New York.
S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


Risk Factors
See "Risk Factors" included in this prospectus supplement and in the Operating Partnership's and WPG's
most recent Annual Report on Form 10-K, as updated by its subsequent filings under the Exchange Act
prior to the completion of this offering, as well as other information included or incorporated by reference in
this prospectus supplement and the accompanying prospectus, for a discussion of factors you should
carefully consider before deciding to invest in the Notes.
S-6
Table of Contents
RISK FACTORS
The Notes offered by this prospectus supplement and the accompanying prospectus may involve a high degree of risk. You should read carefully the
following risk factors and the "Risk Factors" section in our and WPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2016,
which is incorporated by reference into this prospectus supplement and the accompanying prospectus, in addition to the other information set forth in
this prospectus supplement and the accompanying prospectus, before deciding to make an investment in the Notes. Such risk factors, as well as
additional risks that are not presently known, or that we presently deem to be immaterial, could have a material adverse effect on our financial
condition, liquidity, results of operations, business and prospects and on our ability to service and repay our indebtedness, including the Notes.
Our substantial indebtedness could materially and adversely affect our ability to meet our debt service obligations under the Notes and fund
our business.
We have substantial indebtedness, which could adversely affect our ability to service and repay our indebtedness, including the Notes, and have a
negative impact on our financing options, financial condition and liquidity. As of June 30, 2017, we had consolidated indebtedness of approximately
$3.0 billion.
Our high degree of debt leverage could have significant consequences, including the following:
·
our cash flow may be insufficient to service and repay our indebtedness, including the Notes, which would enable the lenders and other
debtholders to accelerate the maturity of our indebtedness;
·
our ability to use existing funds or obtain additional financing in the future for working capital, capital expenditures, acquisitions and
other general business purposes may be eliminated or otherwise limited;
·
we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less
favorable than the terms of the indebtedness being refinanced or otherwise be generally unfavorable;
·
because a significant portion of our debt bears interest at variable rates, increases in interest rates, as well as any fixed rate debt we may
issue in the future, could materially increase our interest expense on such debt;
·
if we default on our secured indebtedness, we may be forced to dispose of our properties that secure such indebtedness, possibly on
disadvantageous terms;
·
if we default on our secured indebtedness, the lenders may foreclose on our properties or our interests in the entities that own the
properties that secure such indebtedness and may exercise remedies under assignments of rents and leases to take our revenues;
·
we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the
maturity of our indebtedness;
·
we may be placed at a competitive disadvantage to other, less leveraged competitors;
·
we may be more vulnerable to economic downturns and be unable to withstand competitive pressures; and
·
we may be subject to adverse actions by the rating agencies.
S-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


We may not be able to generate sufficient cash to service and repay all of our indebtedness, including the Notes, and may be forced to take
other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on, or to refinance, our indebtedness, including the Notes, and to fund our operations, working capital,
acquisitions, development projects, capital expenditures and other important business uses depends on our ability to generate sufficient cash flow in the
future. To a certain extent, our cash flow is subject to prevailing economic and competitive conditions and to certain financial, business, legislative,
operating, regulatory and other factors, many of which are beyond our control. We may be unable to maintain a level of cash flows from operating
activities sufficient to permit us both to fund our business purposes and to pay the principal of, or premium, if any, and interest on, our indebtedness,
including the Notes.
If our cash flows and capital resources are insufficient to service and repay our indebtedness and fund other cash requirements, we could face
substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional
equity or debt capital, or restructure or refinance our indebtedness, including the Notes. We may not be able to effect any such alternative measures, if
necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet all of our debt
obligations or fund other cash requirements. Our Revolving Credit Facility and Term Loan Agreement, dated as of May 15, 2014, which we refer to as
the Facility, restricts (a) our ability to dispose of assets and (b) our ability to incur indebtedness. Additionally, our June 2015 Term Loan, our senior
unsecured term loan due January 2023 and our 3.850% senior unsecured notes due April 2020 each have similar covenants as are contained in the
Facility. Therefore, we may not be able to sell assets or operations or raise additional debt capital in amounts sufficient to meet any debt obligations
then due.
Additionally, we are a holding company that conducts our operations through our subsidiaries, none of which are guarantors of the Notes, and we
have no material assets other than our interest in our subsidiaries. Accordingly, our cash flow and our ability to service our indebtedness, including the
Notes, depends upon the operating cash flows of our subsidiaries and the distribution of those cash flows, whether by dividend, loan, debt repayment or
otherwise, by those subsidiaries to us. Our subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for that
purpose. Our subsidiaries may not be able to, or may not be permitted to, make cash available to us to enable us to make payments in respect of our
indebtedness, including the Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual prohibitions or other
restrictions may limit our ability to obtain cash from our subsidiaries. In the event that our subsidiaries do not make sufficient cash available to us, we
may be unable to make required principal, premium, if any, and interest payments on our indebtedness, including the Notes.
If we fail to make required payments in respect of our indebtedness, (i) we will be in default thereunder and, as a result, the related debtholders and
lenders, and potentially other debtholders and lenders, could declare all outstanding principal and interest to be due and payable, (ii) the lenders under
the Facility could terminate their commitments to loan money to us, (iii) our subsidiaries' secured lenders could foreclose against the assets securing the
related indebtedness, (iv) cross-defaults on other financing obligations or defaults in other transactional arrangements could occur; and (v) we could be
forced into bankruptcy or liquidation, in each case, which could result in your losing your investment in the Notes.
Despite current and anticipated debt levels, we may still be able to incur substantially more indebtedness. This could further exacerbate the
risks described above.
We may be able to incur substantial additional indebtedness in the future. Although the Facility, the agreements governing our other indebtedness
and the indenture governing the Notes restrict the
S-8
Table of Contents
incurrence of additional indebtedness, these restrictions are subject to certain exceptions and the additional indebtedness incurred in compliance with
these restrictions could be substantial. Our existing indebtedness ranks equally with the Notes and any additional indebtedness we may incur may rank
equally with the Notes, and the holders of such existing indebtedness and such additional indebtedness will be entitled to share ratably with you in any
proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. Additionally, to the extent
any additional indebtedness is secured, the Notes will be effectively subordinated to such indebtedness to the extent of the value of the collateral
securing such indebtedness. This may have the effect of reducing the amount of any assets available to you. If new indebtedness is added to our current
indebtedness levels, the related risks that we now face would intensify.
The terms of the agreements governing our indebtedness (including the Notes) may restrict our current and future operations, particularly our
ability to respond to changes or to pursue our business strategies.
The Facility, the agreements governing our other indebtedness and the indenture governing the Notes contain a number of restrictive covenants that
impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests,
including, among other things, restrictions (some of which are not contained in the indenture governing the Notes) on our ability to:
·
incur, assume or guarantee additional indebtedness;
·
make loans, advances or other investments;
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


·
incur liens;
·
sell or otherwise dispose of assets;
·
consolidate or merge with or into, or sell all or substantially all of our assets to, another person; and
·
enter into transactions with affiliates.
Additionally, the Facility, the agreements governing our other indebtedness and the indenture governing the Notes require us to comply with
financial maintenance covenants. Our ability to satisfy the financial maintenance covenants is affected by our performance, as well as events beyond our
control, and accordingly we cannot assure you that we will meet them.
A breach of the covenants under the Facility, the agreements governing our other indebtedness or the indenture governing the Notes could result in
an event of default under the applicable agreement. Such default may allow the related debtholders or lenders to accelerate the applicable indebtedness
and may result in the acceleration of other indebtedness to which a cross-acceleration or cross-default provision applies. Additionally, an event of
default under the Facility will permit the lenders under the Facility to terminate all commitments to extend further credit to us thereunder. In the event
any of our indebtedness is accelerated, we cannot assure you that we will have sufficient assets to repay any or all accelerated indebtedness.
As a result of these restrictions, we may be:
·
limited in how we conduct our business;
·
unable to raise additional debt or equity financing to operate on commercially reasonable terms or at all, especially during general
economic or business downturns; or
·
unable to compete effectively or to take advantage of new business opportunities.
These restrictions may affect our ability to grow in accordance with our plans.
S-9
Table of Contents
The effective subordination of the Notes may limit our ability to satisfy our obligations under the Notes.
The Notes will be our unsecured unsubordinated obligations that will rank equally in right of payment to all of our existing and future unsecured
unsubordinated indebtedness. None of our subsidiaries will guarantee the Notes. Payments on the Notes are only required to be made by us. As a result,
no payments are required to be made by, and holders of Notes will not have a claim against the assets of, any of our subsidiaries, except if those assets
are transferred, by dividend or otherwise, to us. The Notes will be effectively subordinated in right of payment to our secured indebtedness to the extent
the value of the collateral securing such indebtedness and to all existing and future preferred equity and liabilities, whether secured or unsecured, of our
subsidiaries. The indenture governing the Notes will not prohibit us or any of our subsidiaries from incurring additional indebtedness, except to the
extent of the covenants expressly specified therein, or issuing preferred equity in the future. In the event of our bankruptcy, liquidation, reorganization or
other winding up, any of our secured indebtedness may be paid from our assets that secure such secured indebtedness and the proceeds of such assets
will be available to pay obligations on the Notes only after all such secured indebtedness has been repaid in full from such assets. Our subsidiaries are
separate and distinct legal entities and have no obligation to make any payments due under the Notes or to provide us with the necessary funds for its
payment obligations. In the event of the bankruptcy, liquidation, reorganization or other winding up of any of our subsidiaries, holders of our
indebtedness, including the Notes, will not have any claim to the assets of such subsidiaries. We caution you that there may not be sufficient assets
available to us thereafter to pay amounts due on any or all the Notes then outstanding.
As of June 30, 2017, we had approximately $1.6 billion of unsecured and unsubordinated indebtedness outstanding, and our subsidiaries had
$1.4 billion of secured notes payable and $205.8 million of preferred and other redeemable equity outstanding. This amount excludes our pro rata share
of the mortgage indebtedness of unconsolidated properties of $626.2 million. We anticipate that from time to time our subsidiaries will incur additional
indebtedness and other liabilities.
We may be unable to repay the Notes at maturity.
At maturity, the entire outstanding principal amount of the Notes will become due and payable. We may not have sufficient funds to make the
required payments in respect of the Notes in cash at maturity or the ability to arrange necessary financing on acceptable terms or at all. Additionally, our
ability to make any required payments in respect of the Notes may be prohibited or otherwise limited by law or the terms of other agreements relating to
our other indebtedness outstanding at the time. Our failure to make payments as required by the indenture governing the Notes would constitute an
event of default under the indenture and, under certain conditions, would constitute an event of default under the Facility and the agreements governing
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


our other indebtedness, permitting acceleration of the maturity of all indebtedness borrowed thereunder, and could constitute an event of default under
our future indebtedness, also permitting acceleration of the maturity thereof.
There is currently no trading market for the Notes, and an active public trading market for the Notes may not develop or, if it develops, may
not be maintained. The failure of an active liquid trading market for the Notes to develop or be maintained is likely to adversely affect the market
price and liquidity of the Notes.
The Notes are a new issue of securities, and there is currently no existing trading market for the Notes. We do not intend to apply for listing of the
Notes on any securities exchange or for a quotation of the Notes on any automated dealer quotation system. Although the underwriters have advised us
that they intend to make a market in the Notes, they are not obligated to do so and may discontinue any market-making at any time without notice.
Accordingly, an active trading market may not develop for the Notes and, even if one develops, may not be maintained. If an active trading market for
the Notes does not develop or is not maintained, the market price and liquidity of the Notes is likely to be adversely affected, and holders may not be
able to sell their Notes at desired times and prices or at all.
S-10
Table of Contents
If any of the Notes are traded after their purchase, they may trade at a discount from their purchase price.
The liquidity of the trading market, if any, and future trading prices of the Notes will depend on many factors, including, among other things,
prevailing interest rates, our business, financial condition, liquidity, results of operations, cash flows, prospects and credit rating or outlook changes, and
those of comparable entities, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes
in any of these factors, some of which are beyond our control. Additionally, market volatility or events or developments in the credit markets could
materially and adversely affect the market value of the Notes, regardless of our business, financial condition, liquidity, results of operations, prospects or
credit quality.
The Company will not guarantee the Notes.
The Notes will not be guaranteed by the Company. Additionally, the Company will not be subject to the covenants set forth in the indenture.
A downgrade in our corporate credit ratings could materially and adversely affect our business, financial condition, liquidity, results of
operations and prospects and the market price of the Notes.
Our corporate credit ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be
changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, such credit ratings are not
recommendations to buy, sell or hold the Notes or any other securities. If any credit rating agencies downgrade our corporate ratings or otherwise
indicate that its outlook for that rating is negative, it could have a material adverse effect on the market price of the Notes and our costs and availability
of capital, which could in turn have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects and our
ability to satisfy our debt service obligations (including payments on the Notes). Further, as further described herein the Notes are subject to an interest
rate increase in the event of downgrades in certain circumstances.
Redemption may adversely affect your return on the Notes.
The Notes are redeemable at our option and we may choose to redeem some or all of the Notes from time to time, especially when prevailing
interest rates are lower than the rate borne by the Notes. If prevailing rates are lower at the time of redemption, you would not be able to reinvest the
redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Notes being redeemed. See "Description of
Notes."
The underwriters may have conflicts of interest that arise out of contractual relationships they or their affiliates have with us.
We intend to use the net proceeds from this offering to pay off the outstanding term indebtedness under our senior unsecured term loan with Bank
of America, N.A., as administrative agent, and the lender parties thereto, dated as of May 15, 2014 (the "May 2014 Term Loan"). On March 31, 2017,
we extended the maturity of the May 2014 Term Loan from May 30, 2017 to May 30, 2018. We have one 12-month extension available at our option
subject to compliance with the terms of the May 2014 Term Loan and payment of a customary extension fee. On July 6, 2016, we executed interest rate
swap agreements totaling $200.0 million, which effectively fixed the interest rate on a portion of the May 2014 Term Loan at 2.04% through August 1,
2018. The interest rate on the May 2014 Term Loan may vary in the future based on our credit rating. The May 2014 Term Loan bears interest at
LIBOR plus 1.45% per annum. As of June 30, 2017, the applicable interest rate on the unhedged portion of the
S-11
Table of Contents
https://www.sec.gov/Archives/edgar/data/1610911/000104746917004940/a2232868z424b2.htm[8/3/2017 5:07:47 PM]


Document Outline