Washington Prime Group Inc. (NYSE:WPG) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On May 11, 2017 (the Effective Date), affiliates
of Washington Prime Group Inc., an Indiana corporation (the
Company, WPG or
Registrant) completed mortgage financing
transactions for retail properties which are the subject of a
then pending joint venture transaction more fully described and
discussed in Item 8.01 below. The completion of these financing
transactions are closing conditions for the aforementioned joint
venture transaction.

On the Effective Date, OKC Curve Triangle LLC (the
Borrower), an affiliate of Registrant, executed
a loan agreement with Teachers Insurance and Annuity Association
of America (Teachers or Lender)
for a mortgage financing transaction secured by Classen Curve and
certain parcels at The Triangle at Classen Curve (Classen Curve
together with such parcels, the OKC Land), each
located in Oklahoma City, OK and to which Borrower, as of the
Effective Date, owns fee title.

The aggregate amount of the aforementioned loan (the
OKC Loan) is Fifty-Two Million
Seven Hundred Seventy-Nine Thousand Dollars ($52,779,000) of
which the Borrower received Forty-Three Million Two Hundred
Seventy-Nine Thousand Dollars ($43,279,000) on the Effective Date
with the remaining Nine Million Five Hundred Thousand
($9,500,000) to be funded by Lender on or before December 31,
2017, subject to the satisfaction by Borrower of certain
conditions related to the construction of two new multi-tenant
buildings at Classen Curve and the leasing of such buildings (the
Improvements). The OKC Loan has a fixed interest
rate of 3.90% per annum and a scheduled maturity date of June 1,
2027 (the Maturity Date). Monthly payments under
the promissory note and loan agreement shall consist of
interest-only payments on the outstanding principal until June 1,
2022 and from July 1, 2022 monthly payments under the promissory
note and loan agreement shall consist of interest and principal
until the Maturity Date at which time all accrued interest and
outstanding principal shall be due. The loan agreement prohibits
any prepayment of the OKC Loan balance before June 1, 2020 at
which time the Borrower shall have the right to prepay the full
principal amount of the OKC Loan, all accrued but unpaid interest
and any necessary fees or premiums. Commencing on March 1, 2027,
the OKC Loan may be prepaid in full without payment of any fees
or premiums.

Under the promissory note for the OKC Loan, in the event the
Borrower fails to timely pay the outstanding indebtedness under
the OKC Loan or commits any other default under the loan
agreement then the Lender may accelerate the maturity of the OKC
Loan and declare the entire unpaid balance due and payable. The
OKC Loan is secured by a mortgage and assignment of leases and
rents, each dated as of the Effective Date, which encumber the
OKC Land. The loan agreement has default provisions customary for
commercial mortgage loans of this nature. The OKC Loan is
non-recourse to Borrower, except with respect to, among other
things, certain intentional misrepresentations, malfeasance,
fraud and misappropriations (the Recourse
Liabilities) set forth under the loan agreement for
which Lender may seek to recover from Borrower, the guarantor of
the OKC Loan, or Borrowers general partners, if any.

As part of the OKC Loan transaction, the Registrants affiliate,
Washington Prime Group, L.P. (WPGLP), executed a
limited guaranty in favor of Lender of payment and performance,
but not collection as it relates to Borrowers Recourse
Liabilities. Additionally, WPGLP executed a completion guaranty
in favor of Lender for the payment and prompt performance of the
construction of the Improvements by Borrower and payment of all
amounts required to be paid in connection with the construction
of the Improvements. Lastly, WPGLP executed an Environmental
Indemnity Agreement to indemnify Lender against losses or costs
to remediate damage to the OKC Land caused by the presence or
release of hazardous materials.

On the Effective Date, Arboretum Mall LLC (the Mall
Borrower), an affiliate of Registrant, executed a loan
agreement with Teachers for a mortgage financing transaction
secured by The Arboretum (Arboretum), located in
Austin, TX and to which the Mall Borrower, as of the Effective
Date, owns fee title.

The aggregate amount of the aforementioned loan (the
Arboretum Loan) is Fifty-Nine
Million Four Hundred Thousand Dollars ($59,400,000). The
Arboretum Loan has a fixed interest rate of 4.13% per annum and
is scheduled to mature on the Maturity Date. Monthly payments
under the promissory note and loan agreement shall consist of
interest-only payments on the outstanding principal until June 1,
2021 and from July 1, 2021 monthly payments under the promissory
note and loan agreement shall consist of interest and principal
until the Maturity Date at which time all accrued interest and
outstanding principal shall be due. The loan agreement prohibits
any prepayment of the Arboretum Loan balance before June 1, 2020
at which time the Mall Borrower shall have the right to prepay
the full principal amount of the Arboretum Loan, all accrued but
unpaid interest and any necessary fees or premiums. Commencing on
March 1, 2027, the Arboretum Loan may be prepaid in full without
payment of any fees or premiums.

Under the promissory note for the Arboretum Loan, in the event
the Mall Borrower fails to timely pay the outstanding
indebtedness under the Arboretum Loan or commits any other
default under the loan agreement then Teachers may accelerate the
maturity of the Arboretum Loan and declare the entire unpaid
balance due and payable. Additionally, a default of the Arboretum
Loan shall occur if the Gateway Borrower (defined below) is in
default beyond any applicable grace and cure period for the
Gateway Loan (defined below).The loan agreement for the Arboretum
Loan has other default provisions customary for commercial
mortgage loans of this nature. The Arboretum Loan is secured by a
deed of trust and assignment of leases and rents, each dated as
of the Effective Date, which encumber Arboretum. The Arboretum
Loan is cross-collateralized with the Gateway Loan (defined
below). The Arboretum Loan is non-recourse to the Mall Borrower,
except with respect to, among other things, certain intentional
misrepresentations, malfeasance, fraud and misappropriations (the
Liabilities) set forth under the loan agreement
for which Teachers may seek to recover from the Mall Borrower,
the guarantor of the Arboretum Loan, or the Mall Borrowers
general partners, if any.

As part of the Arboretum Loan transaction, WPGLP, executed a
limited guaranty in favor of Teachers for payment and
performance, but not collection as it relates to Mall Borrowers
Liabilities. Additionally, WPGLP executed an Environmental
Indemnity Agreement to indemnify Teachers against losses or costs
to remediate damage to Arboretum caused by the presence or
release of hazardous materials.

On the Effective Date, Gateway Square LLC (the Gateway
Borrower), an affiliate of Registrant, executed a loan
agreement with Teachers for a mortgage financing transaction
secured by Gateway Centers (Gateway), located in
Austin, TX and to which the Gateway Borrower, as of the Effective
Date, owns fee title.

The aggregate amount of the aforementioned loan (the
Gateway Loan) is One Hundred
Twelve Million Five Hundred Thousand Dollars ($112,500,000). The
Gateway Loan has a fixed interest rate of 4.03% per annum and is
scheduled to mature on the Maturity Date. Monthly payments under
the promissory note and loan agreement shall consist of
interest-only payments on the outstanding principal untilJune 1,
2021 and from July 1, 2021 monthly payments under the promissory
note and loan agreement shall consist of interest and principal
until the Maturity Date at which time all accrued interest and
outstanding principal shall be due. The loan agreement prohibits
any prepayment of the Gateway Loan balance before June 1, 2020 at
which time the Gateway Borrower shall have the right to prepay
the full principal amount of the Gateway Loan, all accrued but
unpaid interest and any necessary fees or premiums. Commencing on
March 1, 2027, the Gateway Loan may be prepaid in full without
payment of any fees or premiums.

Under the promissory note for the Gateway Loan, in the event the
Gateway Borrower fails to timely pay the outstanding indebtedness
under the Gateway Loan or commits any other default under the
loan agreement then Teachers may accelerate the maturity of the
Gateway Loan and declare the entire unpaid balance due and
payable. Additionally, a default of the Gateway Loan shall occur
if the Mall Borrower is in default beyond any applicable grace
and cure period for the Arboretum Loan.The loan agreement for the
Gateway Loan has other default provisions customary for
commercial mortgage loans of this nature. The Gateway Loan is
secured by a deed of trust and assignment of leases and rents,
each dated as of the Effective Date, which encumber Gateway. The
Gateway Loan is cross-collateralized with the Arboretum Loan.The
Gateway Loan is non-recourse to the Gateway Borrower, except with
respect to, among other things, certain intentional
misrepresentations, malfeasance, fraud and misappropriations (the
Excepted Liabilities) set forth under the loan
agreement for which Teachers may seek to recover from the Gateway
Borrower, the guarantor of the Gateway Loan, or the Gateway
Borrowers general partners, if any.

As part of the Gateway Loan transaction, WPGLP, executed a
limited guaranty in favor of Teachers for payment and
performance, but not collection as it relates to Gateway
Borrowers Excepted Liabilities. Additionally, WPGLP executed an
Environmental Indemnity Agreement to indemnify Teachers against
losses or costs to remediate damage to Gateway caused by the
presence or release of hazardous materials.

Item 8.01 Other Events.

On May 12, 2017, the Company, through certain of its affiliates,
completed the previously announced sale to OConnor Mall Partners,
L.P. (OConnor), an affiliate of OConnor Capital
Partners, of a 49% limited partnership interest in newly formed
limited partnerships (collectively, the JV). In
connection with closing, the JV acquired all of the membership
interests in certain newly formed limited liability companies,
which intend to qualify as real estate investment trusts
(REITs) for U.S. federal income tax purposes
(the WPG-OC REITs), and which now own the
following retail properties (the Properties or
each a Property) and certain related developable
parcels: (i) Gateway, (ii) The Shops at Arbor Walk, located in
Austin, TX, (iii) Palms Crossing I and II, located in McAllen,
TX, (iv) Arbor Hills, located in Ann Arbor, MI, (v) Arboretum and
(vi) certain properties consisting of Classen Curve and The
Triangle at Classen Curve, each located in Oklahoma City, OK, and
Nichols Hills Plaza located in Nichols Hills, OK. For the
aforementioned sale, the Company received net sale proceeds of
One Hundred Twenty-Five Million Dollars ($125,000,000) which the
Company used to pay down the balance outstanding on its credit
facility and for other general corporate purposes. The respective
WPG-OC REITs also, in connection with the formation of the JV and
completion of the sale, assumed their pro-rata share of the
mortgage debt described in Item 2.03 above for the respective
Property acquired.

The Company owns the remaining 51% partnership interest in the JV
and affiliates of WPG each own (indirectly) a 51% interest in
each of the WPG-OC REITs that own a respective Property.
Simultaneous with the closing of the aforementioned transaction,
the Company and OConnor entered into limited partnership
agreements (collectively, the LPA) with respect
to the JV. As the general partner of the JV, an affiliate of WPG
will generally manage and conduct the day-to-day operations ofthe
JV, except that certain major decisions will require the consent
of both the WPG affiliated partners and OConnor.The LPA contains
certain restrictions on each partys ability to transfer its
interest in the JV, including an initial lock-up period of five
(5) years commencing May 12, 2017 (the Lock-Up)
and a prohibition on transfers if any such transfer would cause a
WPG-OC REIT to fail to satisfy any of the requirements to qualify
as a REIT for U.S. federal income tax purposes. to the LPA, after
the Lock-Up, and subject to certain other restrictions on
transfer, either party will be able to transfer its entire
interest in the JV (or its entire indirect interest in a WPG-OC
REIT, by first causing a distribution of the membership interests
of the WPG-OC REIT to the other partners of the JV) to an
unaffiliated third party, subject to a right of first offer in
favor of the other party. Following the Lock-Up, each party will
also have the ability, subject to a right of first offer in favor
of the other party, to require all of the membership interests in
a particular WPG-OC REIT to be sold at a specified price, subject
to certain limitations and restrictions as set forth in the LPA.
The LPA also provides that each of WPG and OConnor will not own
or manage competing retail centers within a certain specified
radius of each of the Properties, unless such party offers the
opportunity to own or manage any such competing retail center to
the JV and the other party does not accept such opportunity.

The transfer of Malibu Lumber Yard, a retail center located in
Malibu, CA, was originally contemplated to be transferred into
the JV on the same date as the sale described above. OConnor
remains obligated to purchase Malibu Lumber Yard and upon its
transfer to the JV, the Company will receive approximately Twelve
Million Five Hundred Thousand Dollars ($12,500,000) in net
proceeds from this sale. The Company anticipates that this sale
will be completed in the second quarter of 2017. The Company has
an existing joint venture with OConnor for five other retail
properties and certain related outparcels that were formerly
wholly-owned by affiliates of the Registrant. A press release
regarding the completion of the transactions described in this
Item 8.01 and Item 2.03 above is included with this Form 8-K as
Exhibit 99.1.

Forward Looking Statements

This Form 8-K and the exhibit attached hereto contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended, which
represent the current expectations and beliefs of management of
WPGLP and the Company concerning the business and operations of
the Company and WPGLP as well as other future events and their
potential effects on WPGLP and the Company, including, but not
limited to, statements relating to anticipated financial and
operating results, WPGLP and the Companys 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 WPGLP and the Companys management, and involve
known and unknown risks, uncertainties, and other factors which
may cause the actual results, performance, or achievements of
WPGLP or the Company to be materially different from future
results, estimated non-cash impairment charges, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, without limitation: the ability
to satisfy the conditions to pending transactions on the proposed
terms and timeframe; the possibility that the transactions do not
close when expected or at all; the ability to finance
transactions; the effect of the announcement of the transactions
on WPGLP and the Companys relationships with certain of its
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 other 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; 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 WPGLP and the Companys tax positions; failure
of the Company (or any WPG-OC REIT) 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; changes in
generally accepted accounting principles or interpretations
thereof; terrorist activities and international hostilities; the
unfavorable resolution of legal proceedings; the impact of future
transactions, including any future acquisitions or divestitures;
significant costs related to environmental issues; and other
risks and uncertainties, including those detailed from time to
time in WPGLPs and the Companys statements and periodic reports
filed with the SEC. The forward-looking statements in this report
are qualified by the risk factors provided in the aforementioned
reports and statements. Each statement speaks only as of the date
of this communication (or any earlier date indicated in this
communication) and WPGLP and the Company undertake 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 and uncertainties. Such
statements are based on assumptions and expectations that may not
be realized and are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

About Washington Prime Group Inc. (NYSE:WPG)

Washington Prime Group Inc., formerly WP Glimcher Inc., is a real estate investment trust (REIT). The Company is engaged in ownership, development and management of retail real estate properties. Washington Prime Group, L.P. (WPG L.P.) is the Company’s subsidiary that owns, through its affiliates, the Company’s real estate properties and other assets. The Company’s assets consist of interests in approximately 120 shopping centers in the United States, consisting of community centers and malls. Its properties consist of approximately 70 million square feet of gross leasable area. The Company also owns parcels of land, which can be used for either the development of shopping centers or the expansion of existing properties. The Company focuses on retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants’ sales volumes and reimbursements from tenants for certain expenses. The Company’s properties are leased to various tenants.

Washington Prime Group Inc. (NYSE:WPG) Recent Trading Information

Washington Prime Group Inc. (NYSE:WPG) closed its last trading session down -0.32 at 7.56 with 4,556,986 shares trading hands.