GLIMCHER REALTY TRUST Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-01-15: Form 8-K; Period of report 2015-01-14; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2015-01-12: Form 8-K; Period of report 2015-01-12; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2014-12-23: Form 8-K; Period of report 2014-12-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-12-23: Form 8-K; Period of report 2014-12-22; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-01-15 | 8-K | 2015-01-14 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 1.02 On January 15, 2015, in connection with the Merger, Glimcher LP repaid in full all indebtedness, liabilities and other obligations under, and terminated, the Fourth Amended and Restated Credit Agreement, dated as of February 20, 2013, among Glimcher LP, KeyBank National Association, as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, each as a co-syndication agent, U.S. Bank National Association, PNC Bank, National Association, and The Huntington National Bank, each as a co-documentation agent, Raymond James Bank, N.A., Goldman Sachs Bank USA, Fifth Third Bank, and SunTrust Bank as additional signatories thereto, as amended pursuant to that certain First Amendment to Fourth Amended and Restated Credit Agreement, dated as of February 13, 2014 (as amended, the “Credit Agreement”). 2.01 On January 15, 2015 (the “Closing Date”), WPG completed the acquisition of Glimcher pursuant to the terms of the Merger Agreement, thereby acquiring Glimcher’s portfolio of properties, including mortgage loans and properties owned by Glimcher’s unconsolidated joint ventures. 2.03 See discussion in Item 1.01. 3.01 In connection with the consummation of the Merger, WPG and Merger Sub I notified the New York Stock Exchange (the “NYSE”) on January 15, 2015 that, effective on the Closing Date, (a) each issued and outstanding Common Share (other than certain Common Shares as set forth in the Merger Agreement) was converted into the right to receive the Merger Consideration, (b) each issued and outstanding Glimcher Series G Preferred Share was converted into one share of WPG Series G Preferred Stock, (c) each issued and outstanding Glimcher Series H Preferred Share was converted into one share of WPG Series H Preferred Stock and (d) each issued and outstanding Glimcher Series I Preferred Share was converted into one share of WPG Series I Preferred Stock. 3.03 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 As a result of the consummation of the Merger, a change in control of Glimcher occurred and Merger Sub I, as successor by merger to Glimcher, remained as a wholly-owned subsidiary of WPG LP, which itself is a subsidiary of WPG. 5.02 On January 15, 2015, David M. Aronowitz, Yvette McGee Brown, Herbert Glimcher, Michael P. Glimcher, Howard Gross, Nancy J. Kramer, Timothy J. O’Brien, Niles C. Overly and William S. Williams resigned from the Board of Trustees of Glimcher immediately prior to the effective time of the Merger. | a15-2523_28k.htm |
| 2015-01-12 | 8-K | 2015-01-12 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A Special Meeting of Shareholders for Glimcher Realty Trust (the “Registrant”) was held on January 12, 2015 (the “Meeting”) in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 16, 2014, by and among the Registrant, Glimcher Properties Limited Partnership, a Delaware limited partnership and a subsidiary of the Registrant, Washington Prime Group Inc., an Indiana corporation (“WPG”), Washington Prime Group, L.P., an Indiana limited partnership and a subsidiary of WPG (“WPG LP”), WPG Subsidiary Holdings I, LLC, a Maryland limited liability company and a wholly-owned subsidiary of WPG LP (“Merger Sub I”), and WPG Subsidiary Holdings II Inc., a Delaware corporation and a wholly-owned subsidiary of Merger Sub I, pursuant to which the Registrant will merge with and into Merger Sub I (the “Merger”), with Merger Sub I surviving the Merger as a direct wholly-owned subsidiary of WPG LP. | a15-2195_18k.htm |