Resignation of Michael P. Glimcher as Vice Chairman, Chief Executive
Officer and Director
Louis G. Conforti to serve as Interim CEO
Robert J. Laikin to serve as non-executive Chairman of the Board of
Robert P. Demchak appointed Executive Vice President, General Counsel
and Corporate Secretary
John F. Levy and John J. Dillon to join the Board of Directors
Niles C. Overly resigns as a member of the Board of Directors
Proposed Corporate Name Change to Washington Prime Group Inc.
COLUMBUS, Ohio--(BUSINESS WIRE)--Jun. 20, 2016--
WP Glimcher Inc. (NYSE: WPG), a premier retail real estate investment
trust specializing in the ownership, management and development of
shopping centers, today announced the following leadership changes to
the Executive team and Board of Directors, as well as the proposed
change of the Company’s name to Washington Prime Group Inc. The Company
expects to take a charge associated with the management changes and
investigation of strategic alternatives in the second quarter of 2016.
Resignation of Michael P. Glimcher as Vice
Chairman, Chief Executive Officer and Director
On June 20, 2016, Michael P. Glimcher resigned from his positions as
Chief Executive Officer of the Company and Vice Chairman of the Board
and also resigned from the Board effective immediately.
Appointment of Louis G. Conforti as Interim
Chief Executive Officer of the Company
On June 20, 2016, the Board appointed Mr. Louis G. Conforti, a current
director of the Company, as Interim Chief Executive Officer. Mr.
Conforti will remain as a member of the Board.
Lou Conforti stated: “During the next few months, the focus is
straightforward: maximize current cash flow of the Company which
involves traditional and innovative leasing as well as reducing G&A. In
addition, an evaluation as it relates to the Company’s portfolio
composition is to be undertaken. The bottom line is that we’ll be
rolling up our sleeves and concentrating on the basics of our business.”
About Lou Conforti
Louis G. Conforti, 51, became a director of the Company on May 27, 2014.
Since April 2014, Mr. Conforti has been a Principal/Executive Director
of Colony Capital, Inc. as the Global Head of Strategy as well as
focusing on publicly traded investing. Since December 2013, Mr. Conforti
was Managing Director of Balyasny Asset Management LP, an alternative
investment manager firm. Prior, Mr. Conforti was Global Head of Real
Estate for UBS O’Connor, the alternative investment management division
of UBS AG, a financial services firm, from October 2008 to November
2013. During that time, he also served as Senior Portfolio Manager of
O’Connor Colony Property Strategies, a partnership with Colony Capital
LLC. Previously, he was Managing Director and Head of Real Estate
Investments at the hedge fund firm of Stark Investments, from January
2005 to October 2008. His predecessor real estate hedge fund, The
Greenwood Group, was acquired by Stark Investments in January 2005. Mr.
Conforti served as Co President and Chief Financial Officer of Prime
Group Realty Trust, a publicly traded office and industrial property
real estate investment trust, from June 2000 to October 2003, as its
Executive Vice President Capital Markets, from June 1988 to November
1999, and as its Senior Vice President Capital Markets, from June 1998
to November 1999. Prior to that, Mr. Conforti worked at the investment
banking firms of CIBC World Markets and Alex. Brown & Sons within their
real estate investment banking and capital markets divisions.
Appointment of Robert P. Demchak as Executive
Vice President, General Counsel and Corporate Secretary
On June 16, 2016, the Board appointed Robert P. Demchak as Executive
Vice President, General Counsel and Corporate Secretary of the Company.
Changes in the Composition of the Board of
On June 20, 2016, the Board appointed Mr. Robert J. Laikin, a current
director of the Company, as non-executive Chairman of the Board.
In connection with becoming the Chairman of the Board, Mr. Laikin’s role
as Lead Independent Director has been eliminated. Mr. Laikin will
continue to serve on the Governance and Nominating and Compensation
Committees of the Board.
Mr. Mark S. Ordan will remain as a director of the Company.
On June 20, 2016, the Board appointed Mr. John F. Levy and Mr. John J.
Dillon as directors. The Board appointed Mr. Levy as Chair of the
Company’s Audit Committee and as a member of the Governance and
Nominating Committee and Mr. Dillon as Chair of the Company’s
Compensation Committee and as a member of the Audit Committee.
On June 20, 2016, Niles C. Overly resigned from the Board.
The Board now consists of five independent members: Messrs. Laikin,
Dillon and Levy, Ms. Jackie R. Soffer and Mr. Marvin L. White, as well
as Messrs. Conforti and Ordan.
Ms. Soffer will continue to serve as Chair of the Governance and
Nominating Committee and as a member of the Compensation Committee and
Mr. White will continue to serve as a member of the Audit and Governance
and Nominating Committees.
Proposed Name Change to Washington Prime Group
The Company will include a proposal to change its name to Washington
Prime Group Inc. at its annual meeting of shareholders scheduled to be
held on August 30, 2016. The branding change will take place over the
next several months.
About WP Glimcher
WP Glimcher Inc. is a retail REIT and a recognized leader in the
ownership, management, acquisition and development of retail properties,
including mixed-use, open-air and enclosed regional malls as well as
community centers. The Company currently owns a material interest in and
manages 118 shopping centers totaling more than 67 million square feet
diversified by size, geography and tenancy. WP Glimcher combines a
national real estate portfolio with an investment grade balance sheet,
leveraging its expertise across the entire shopping center sector to
increase cash flow through rigorous management of assets and provide new
opportunities to retailers looking for growth throughout the U.S. WP
Glimcher® is a registered trademark of the Company. Learn more at www.wpglimcher.com.
Regulation Fair Disclosure (FD)
The Company routinely posts important information online on the investor
relations website, www.investor.wpglimcher.com.
The Company uses this website, press releases, SEC filings, conference
calls, presentations and webcasts to disclose material, non-public
information in accordance with Regulation FD. The Company encourages
members of the investment community to monitor these distribution
channels for material disclosures. Any information accessed through the
Company’s website is not incorporated by reference into, and is not a
part of, this document.
This news release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 which
represent the current expectations and beliefs of management of WP
Glimcher Inc. (“WPG”) concerning the proposed transactions, the
anticipated consequences and benefits of the transactions and the
targeted close date for the transactions, and other future events and
their potential effects on WPG, including, but not limited to,
statements relating to anticipated financial and operating results, the
company’s plans, objectives, expectations and intentions, cost savings
and other statements, including words such as “anticipate,” “believe,”
“plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and
other similar expressions. Such statements are based upon the current
beliefs and expectations of WPG’s management, and involve known and
unknown risks, uncertainties, and other factors which may cause the
actual results, performance, or achievements of WPG to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
without limitation: the ability to satisfy the conditions to
transactions on the proposed terms and timeframe; the possibility that
the transactions do not close when expected or at all; the ability to
finance the transactions; the effect of the announcement of
transaction(s) on the WPG’s relationships with their respective tenants,
lenders or other business parties or on their operating results and
businesses generally; changes in asset quality and credit risk; ability
to sustain revenue and earnings growth; changes in political, economic
or market conditions generally and the real estate and capital markets
specifically; the impact of increased competition; the availability of
capital and financing; tenant or joint venture partner(s) bankruptcies;
the failure to increase mall store occupancy and same-mall operating
income; risks associated with the acquisition, development, expansion,
leasing and management of properties; risks related to the January 2015
merger with Glimcher Realty Trust (“Glimcher”), including the ability to
fully and effectively integrate WPG’s business with that of Glimcher;
changes in market rental rates; trends in the retail industry;
relationships with anchor tenants; risks relating to joint venture
properties; costs of common area maintenance; competitive market forces;
the level and volatility of interest rates; the rate of revenue
increases as compared to expense increases; the financial stability of
tenants within the retail industry; the restrictions in current
financing arrangements or the failure to comply with such arrangements;
the liquidity of real estate investments; the impact of changes to tax
legislation and WPG’s tax positions; failure to qualify as a real estate
investment trust; the failure to refinance debt at favorable terms and
conditions; loss of key personnel; material changes in the dividend
rates on securities or the ability to pay dividends on common shares or
other securities; possible restrictions on the ability to operate or
dispose of any partially-owned properties; the failure to achieve
earnings/funds from operations targets or estimates; the failure to
achieve projected returns or yields on development and investment
properties (including joint ventures); expected gains on debt
extinguishment; changes in generally accepted accounting principles or
interpretations thereof; terrorist activities and international
hostilities; the unfavorable resolution of legal proceedings; the impact
of future acquisitions and divestitures; assets that may be subject to
impairment charges; significant costs related to environmental issues;
and other risks and uncertainties, including those detailed from time to
time in WPG’s statements and periodic reports filed with the Securities
and Exchange Commission, including those described under “Risk Factors”.
The forward-looking statements in this communication are qualified by
these risk factors. Each statement speaks only as of the date of this
press release and WPG undertakes no obligation to update or revise any
forward-looking statements to reflect subsequent events or
circumstances. Actual results may differ materially from current
projections, expectations, and plans, if any. Investors, potential
investors and others should give careful consideration to these risks
View source version on businesswire.com: http://www.businesswire.com/news/home/20160620006446/en/
Source: WP Glimcher Inc.
WP Glimcher Inc.
Lisa A. Indest, CAO & Senior VP, Finance
A. Green, Director of Investor Relations