Indianapolis — Simon Property Group plans to distribute all of the common shares of Washington Prime Group Inc. to Simon stockholders. Following the distribution, Washington Prime will be an independent, publicly traded company listed on the New York Stock Exchange under the symbol “WPG.”
Washington Prime will own or have an interest in 54 strip centers and 44 smaller enclosed malls across the United States, comprising approximately 53 million sq. ft.
Washington Prime intends to elect and qualify to be taxed as a real estate investment trust for U.S. federal income tax purposes.
Plans call for the distribution of shares to occur on May 28 by way of a pro rata special dividend to Simon stockholders. Each Simon stockholder will be entitled to receive one Washington Prime common share for every two shares of Simon common stock held as of the close of business on May 16, 2014, the record date for the distribution.
Fractional shares of Washington Prime will not be distributed, and instead Simon stockholders will receive cash in lieu of any fractional shares they would otherwise be entitled to receive in the distribution.
Persons who hold common limited partnership interests in Simon's subsidiary operating partnership, Simon Property Group, will be entitled to receive one unit of limited partnership interest in Washington Prime's subsidiary operating partnership, Washington Prime Group, for every two units owned in Simon Property Group. Limited partners of Simon Property Group will receive cash in lieu of any fractional units of Washington Prime Group.
Washington Prime common shares will be distributed in book-entry form, which means that no physical share certificates will be issued.