Washington Prime Group Inc. (NYSE:WPG) signed a definitive agreement to acquire Glimcher Realty Trust (NYSE:GRT) for approximately $4.3 billion on September 16, 2014. The total transaction value of approximately $4.3 billion includes assumption of debt. As part of acquisition, Washington Prime will acquire common shares, restricted shares, performance shares and Series G, H, I preferred shares of Glimcher Realty. Washington Prime will pay $10.40 in cash and 0.1989 stock of WPG for each common shares, restricted shares and performance shares of Glimcher. Washington Prime will issue preferred shares for Series G, H, I preferred shares of Glimcher. In a related transaction, Simon Property Group, Inc. entered into a definitive agreement under which Simon will acquire Jersey Gardens in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas, properties from Glimcher for $1.09 billion. The cash portion of the transaction consideration is expected to be funded by asset sales to Simon, joint ventures with institutional partners, other assets sales, capital markets transactions, and draws under a $1.25 billion fully committed bridge facility provided by Citi. Upon completion of the merger, the combined company will be renamed WP Glimcher and will maintain Glimcher's headquarters in Columbus, Ohio. The new entity will trade on the New York Stock Exchange under the ticker WPG. Termination fee payable for the transaction by Glimcher Realty is $47.61 million. As on January 12, 2015, Glimcher Realty shareholders approved the transaction. The transaction is expected to close on January 15, 2015.

Mark S. Ordan, Chief Executive Officer of Washington Prime, will serve as Executive Chairman of the Board of Directors and Michael P. Glimcher, Chief Executive Officer of Glimcher, will serve as the combined company's Vice Chairman. Mark S. Ordan, Michael Glimcher and one additional Glimcher Board member will join the new nine member board. The transaction is subject to customary closing conditions, including the approval of the merger by Glimcher shareholders, declaration of the effectiveness by SEC of the registration statement on Form S-4 to be filed by WPG, declaration and payment of dividend and approval for listing on the NYSE of the shares of WPG Stock to be issued in the acquisition. The transaction has been approved unanimously by the Board of Directors of WPG and Board of Trustees of Glimcher.

The transaction is expected to close in the first quarter of 2015. The transaction is expected to be accretive to WPG's normalized Funds from Operations per share. Citigroup Global Markets Inc. acted as financial advisor and Adam O. Emmerich, David K. Lam, Karessa L. Cain, Sara J. Lewis, Damian L. Peterson, Ademola O. Adewale-Sadik, Eric M. Rosof, Saish R. Setty, Saish R. Setty, Jodi J. Schwartz, Tijana J. Dvornic, Sehj Vather, Michael J. Segal and Kate Napalkova of Wachtell, Lipton, Rosen & Katz acted as legal advisor to WPG. Christopher Niehaus of GreenOak Real Estate US LLC, Cameron Clough and Matthew Johnson of Morgan Stanley & Co. acted as financial advisors, Brian Stadler, Elizabeth Cooper, Ravi Purushotham, Mitch Ryan, Hana Nah, Sas Mehrara, Frank Giovinazzo, Allan Chorny, Jason Mohr, Scott Farmer, James Cross, Ismael Duran, Nancy Mehlman, Michael Cardella, Larry Moss, David Mollo-Christensen, Nadine Mompremier, Adeeb Fadil and Samantha Himelman of Simpson Thacher & Bartlett LLP acted as legal advisor to Glimcher. Meaghan Repko and Jonathan Keehner of Joele Frank, Wilkinson Brimmer Katcher acted as public relations advisors for Washington Prime Group and Glimcher Realty. Eugene Pinover, David Drewes and Timothy DeKeyser of Willkie Farr & Gallagher LLP acted as legal advisors for Washington Prime Group Inc. Malcolm Montgomery, Michael Steinberg, Eric Felcher and Elizabeth Martialay of Shearman & Sterling LLP acted as the legal advisors to Citigroup Global Markets Inc. Georgeson acted as information agent to Glimcher for an initial fee of $8,500. Glimcher has agreed to pay GreenOak an aggregate fee of $12 million and Morgan Stanley an aggregate fee of $2 million. Venable LLP acted as legal advisor to Glimcher. David Zagore of Squire Patton Boggs LLP acted as legal advisor to Glimcher Realty Trust.