Free Writing Prospectus

ISSUER FREE WRITING PROSPECTUS

Dated March 6, 2012

Filed Pursuant to Rule 433

Registration No. 333-172237


Anticipated NYSE Listing and Concurrent
Anticipated NYSE Listing and Concurrent
Equity Offering Presentation
Equity Offering Presentation
March 6, 2012


Basis of Presentation
Unless otherwise indicated, all financial information in this presentation is as of December 31, 2011 and all property information contained in
this prospectus is for our consolidated retail operating properties as of December 31, 2011 excluding seasonal leases and non-stabilized
operating properties, which are properties that have not achieved 90% or greater occupancy since their development and have been
operational for less than one year.
Unless otherwise indicated, “annualized base rent”
or “ABR”
as of a specified date means monthly base rent as of the specified date, before
abatements, under leases which have commenced as of the specified date multiplied by 12. Annualized base rent (i) does not include tenant
reimbursements or expenses borne by the tenants in triple net or
modified gross leases, such as the expenses for real estate taxes and
insurance and common area and other operating expenses, (ii) does not reflect amounts due per percentage rent lease terms, where
applicable,
and (iii) is calculated on a cash basis and differs from how we calculate rent in accordance with generally accepted accounting principles in the
United States of America, or GAAP, for purposes of our financial
statements.
This presentation contains “forward-looking statements”
within the meaning of the federal securities laws. For important information regarding
such forward-looking statements, including how to identify such statements and factors that could cause actual results and future events to
differ materially from those set forth or contemplated in the forward-looking statements, see the attached Appendix.
Additionally, in this presentation, we refer to certain non-GAAP financial measures, such as funds from operations. For non-GAAP financial
measures, you can find a definition and a tabular reconciliation
to the most directly comparable GAAP number in the attached Appendix.
We have filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has
filed with the Securities and Exchange Commission for more complete information about us and this offering. You may get these documents for
free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, the Company, any underwriter or
any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at (866) 803-
9204, Citigroup Global Markets Inc. at (800) 831-9146, Deutsche Bank Securities Inc. at (800) 503-4611 or KeyBanc Capital Markets Inc. at (800)
859-1783.
To review the preliminary prospectus click the following hyperlink: http://www.inland-western.com/pdf/S-11.pdf
2


Anticipated NYSE Listing &
Anticipated NYSE Listing &
Concurrent Equity Offering
Concurrent Equity Offering
www.inland-western.com


Anticipated NYSE Listing and
Concurrent Equity Offering
The Company expects to pursue a listing on the NYSE in the coming
months
At the same time we expect to pursue a concurrent equity offering, to
further improve the Company’s balance sheet and position the Company
for growth
Why now?
To take advantage of market conditions
To provide the Company with access to the equity markets which should
enable management to continue to grow the Company and should ultimately
create additional value for all shareholders
To provide full liquidity to existing shareholders over an 18 month period, at
their discretion
4


Preparation for Listing
In preparation for a potential listing, the Company will effectuate a reverse stock split
and a stock dividend to existing shareholders
Rationale:
The rationale for the reverse stock split is to reduce the amount of shares
outstanding and reset the price per share.  On a stand-alone basis, the reverse
stock split will have no
impact
on the aggregate value of the Company or any
individual shareholder’s percentage ownership of the Company’s common stock
The rationale for the stock dividend is to provide for the Company’s phased-in
liquidity program, which has been designed to assist in the creation of an
orderly and liquid trading market for our shares post-listing
All of our shares of common stock will be converted into listed shares within 18
months of the initial listing
5


What Will the Reverse Stock Split
Mean for Shareholders?
Reverse stock split
A reverse stock split is a combination of all of our outstanding
shares of
common stock into a fewer number of shares
This will affect all shareholders in the same manner -
on a stand-alone basis,
the
reverse
stock
split
will
have
no
effect
on
the
aggregate
value
of
the
Company, your proportional ownership interest in the Company, your voting
rights, your right to receive dividends (if and when declared), the total amount
of your dividends (if and when declared), or your rights upon liquidation
Example:
6
100,000 shares Common Stock
482MM shares outstanding
= .0207% ownership
10 to one reverse stock split
10,000 Shares Common Stock
48.2 MM shares outstanding
= .0207% ownership
= 100,000/10


What Will the Phased-In Liquidity Program
Mean for Shareholders?
Phased-In Liquidity Program (Class B-1, Class B-2, Class B-3)
Each split adjusted share of common stock will be redesignated as Class A
common stock
Existing shareholders will receive a stock dividend consisting of three new
Class B shares for every split-adjusted share
Shareholders will then have four
total shares for every split adjusted
share
Example:
7
Class A redesignation
and stock dividend
10,000 Shares
Common Stock
10,000 Shares
Class A
Common Stock
10,000 Shares
Class B-1
Common Stock
10,000 Shares
Class B-2
Common Stock
10,000 Shares
Class B-3
Common Stock


What Will Be the Total Impact of the Reverse
Split and Phased-in Liquidity Program?
The cumulative impact of the reverse stock split and phased-in liquidity
program would be the equivalent of a 2.5 to one reverse stock split
Example:
If you own 100,000 shares today you will own 40,000 shares after
the
implementation of these programs (100,000/2.5= 40,000)
8
Today
100,000 Shares
Total Ownership
= .0207%
Reverse Split
10,000 Shares
Total Ownership
= .0207%
Phased-In Liquidity
10,000
Shares
Class A
10,000
Shares
Class B-1
10,000
Shares
Class B-2
10,000
Shares
Class B-3
Total Ownership
= .0207%


Phased-In Liquidity Timing & Process
9
Class A shares are expected to be listed on the NYSE
Class B-1 shares will convert into Class A shares 6 months after the listing of
Class A shares
Class B-2 shares will convert into Class A shares 12 months after the listing
of Class A shares
Class B-3 shares will convert into Class A shares 18 months after the listing
of Class A shares
The net effect of the phased-in liquidity program is that over the 18 month
period after initial listing of the Class A shares, your Class B
shares will
gradually convert to Class A shares that are expected to be listed on the
NYSE and publicly tradable


IWEST as a Publicly Listed Company
10
IWEST expects to remain a company with:
A large, diversified, high quality retail portfolio
A diversified base of value-oriented retail tenants
A demonstrated leasing and property management platform
A capital structure positioned for growth
An experienced management team with a proven track record
IWEST expects to become a company with:
Liquidity for its shareholders
Greater potential for access to multiple sources of capital
An expanded ability to prudently grow the Company and potentially create
additional shareholder value over time


Business and Growth Strategies of
IWEST
Maximize net operating income through internal growth
Preserve and strengthen our portfolio through active property
management
Recycle capital through dispositions of non-core and non-strategic assets
Acquire high quality, multi-tenant retail properties
Pursue strategic joint ventures to leverage management platform
11


IWEST has Provided Significant Dividends to
Existing Shareholders Over Time
12
IWEST has paid a dividend since inception in 2003, for a total of $3.9579 per
share
On a stand-alone basis, the reverse stock split and phased-in liquidity
program will have no effect on your right to receive dividends (if and when
declared), or the total amount of your dividends (if and when declared)
For the Three Months Ended
(in thousands)
12/31/11
9/30/11
6/30/11
3/31/11
Funds from Operations¹
$  48,504
$46,147
$  48,988
$  51,466
Cash Flow From
Operations
$  46,220
$43,376
$  53,156
$  31,855
Distributions Declared
31,445
30,738
30,031
28,433
Excess
$  14,775
$12,638
$  23,125
$    3,422
1
Funds from operations is a non-GAAP measure; See Appendix for calculation


Benefits for Existing Shareholders
13
Overall the anticipated NYSE listing and concurrent equity offering are
expected to:
Provide greater liquidity to shareholders
Provide flexibility to manage exit timing
Permit ongoing investment if desired
Provide for orderly entry into the market as a result of the phased-in liquidity
program
Result in no impact on shareholder’s right to receive dividends or the total amount of
dividends, if and when declared
Provide opportunity to purchase additional shares in the open market
Broaden the investor base, which is expected to assist in the creation of an orderly
and liquid trading market for our shares post-listing


IWEST Company Overview
IWEST Company Overview


Large, Diversified Retail Portfolio
High geographic diversity
67% of multi-tenant ABR located in top 50 metropolitan
statistical areas (“MSAs”)
Strong multi-tenant demographics in top 50 MSAs, with
average 3-mile population of 92,274 and average
household income of $83,545
1
Over 89% of multi-tenant assets located in markets
outside of the top 50 MSAs, based on ABR, are anchored
by Best Buy, Target, Home Depot, Kohl’s, Wal-Mart,
Lowe’s, or a national or regional grocer
Significant presence in top MSAs
Diversified Retail Portfolio (based on GLA)
15
Consolidated Retail Property Summary¹
Properties
259
Total Square Footage (000’s)
34,649
Occupancy
2
90.4%
ABR of Leases as of 12/31/11
3
$440,353
ABR per Square Foot
$14.06
1
Consolidated retail portfolio as of December 31, 2011
2
Includes
leases
signed
but
not
commenced
as
of
December
31,
2011
for
approximately
843,000
square
feet
of
GLA representing $9.9 million of annualized base rent as of lease commencement.
3
Annualized Base Rent (ABR) excludes $1.4 million from consolidated development properties.  Rental abatements
for leases commenced as of 12/31/11, which are excluded, were $0.1 million for our retail operating portfolio for
the 12 months ending 12/31/12.  ABR does not reflect scheduled lease expirations for the 12 months ending
December 31, 2012.  The portion of the ABR for our consolidated operating portfolio attributable to leases
scheduled to expire during the 12 months ending December 31, 2012, including month-to-month leases, is
approximately $33.6 million
1
Based
on
information
derived
and
interpreted
by
the
Company
as
a
result
of
its
ownanalysis
from
data
provided
by
the
Nielsen
Company


Diversified Base of Value-Oriented Retail
Tenants
Top 20 retail tenants represent 36.9% of retail ABR
(1) Represents retail GLA; GLA numbers in 000s square feet
(2) Represents the percentage of our retail annualized base rentas of December 31, 2011
16
Rank
Tenant
# of Stores
GLA
(1)
ABR
% of Retail ABR
(2)
1
Best Buy Co., Inc.
27
1,047
$14,147
3.3%
2
TJX Companies, Inc.
37
1,120
10,498
2.4%
3
Rite Aid Corporation
34
421
10,320
2.4%
4
Stop & Shop
10
479
10,007
2.3%
5
Ross Stores, Inc.
31
925
9,197
2.1%
6
The Home Depot, Inc.
9
1,097
9,137
2.1%
7
Bed Bath & Beyond, Inc.
26
714
9,110
2.1%
8
PetSmart, Inc.
30
643
8,675
2.0%
9
Kohl's Corporation
14
1,143
8,095
1.9%
10
The Sports Authority
16
682
7,793
1.8%
11
SUPERVALU INC.
9
505
7,188
1.7%
12
Pier 1 Imports Inc.
38
388
7,188
1.7%
13
Publix Super Markets, Inc.
16
635
6,724
1.6%
14
Edwards Theatres
2
219
6,558
1.5%
15
Dick's Sporting Goods, Inc.
12
558
6,381
1.5%
16
Michaels
24
551
6,093
1.4%
17
Office Depot, Inc.
22
458
6,050
1.4%
18
Wal-Mart Stores, Inc.
5
861
5,876
1.4%
19
Gap, Inc.
25
374
5,048
1.2%
20
Rave Cinemas
2
162
4,626
1.1%
Total
389
12,982
$158,711
36.9%


Demonstrated Leasing and
Property Management Platform
Strong leasing volume
17
3.2 Million SF of GLA was returned via big box
retailer bankruptcies during 2008/2009
Including active negotiations, we’ve addressed
82.5% of vacated space, totaling 2.7 million SF
2.3 million SF leased, primarily to existing
tenants such as Kohl’s, TJX Companies, Best
Buy, hhGregg and Big Lots
0.3 million SF sold or in negotiations
Strong momentum expected to continue into 2012
Annualized base rent impact from leases signed
but not commenced totals $9.9 million
Proactive management of tenant relationships has
resulted in tenant retention rates of approximately
78%, based on expiring GLA, since the beginning of
2009


Capital Structure Positioned for Growth
18
At the end of 2008, management took aggressive action to preserve cash as a result of the ongoing
global financial crisis, including reducing the dividend and suspending the Company’s stock repurchase
program
The
combination
of
these
two
efforts
has
resulted
in
significant
additional
retained
cash
flow,
which
the Company has utilized to fund capital expenditures and to reduce leverage
Further progress on the deleveraging front is expected to come from the continued lease-up of the
portfolio, the execution of the non-core disposition program, and proceeds from the anticipated
concurrent equity offering
Manageable Near Term Debt Maturities
Note: Debt balances as of December 31, 2011; Percentages based on portion of total debt outstanding; Credit facility extended
as of February 24, 2012 ; All dollar values rounded to thousands


Experienced Management Team with a Proven
Track Record
19
Our senior management team has an average of over 22 years of real
estate industry experience, through several real estate, credit and retail
cycles
Executive Officers
Name
Title
Steven P. Grimes
President and Chief Executive Officer
Shane C. Garrison
Executive Vice President, Chief Operating Officer and Chief Investment Officer
Angela M. Aman
Executive Vice President, Chief Financial Officer and Treasurer
Niall J. Byrne
Executive Vice President, President of Property Management
Dennis K. Holland
Executive Vice President, General Counsel and Secretary
James W. Kleifges
Executive Vice President and Chief Accounting Officer


Appendix
Appendix


Forward Looking Statements
21
This
presentation
contains
“forward-looking
statements”
within
the
meaning
of
the
safe
harbor
from
civil
liability
provided
for
such
statements
by
the
Private
Securities
Litigation
Reform
Act
of
1995
(set
forth
in
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
or
the
Securities
Act,
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended,
or
the
Exchange
Act).
In
particular,
statements
pertaining
to
our
potential
listing
on
the
New
York
Stock
Exchange,
expected
equity
offering,
expected
impact
of
the
reverse
stock
split
and
phased-in
liquidity
program,
capital
resources,
portfolio
size,
quality
and
performance,
ability
to
create
additional
shareholder
value,
dividend
policy
and
results
of
operations
contain
forward-looking
statements.
Forward-
looking
statements
involve
numerous
risks
and
uncertainties
and
you
should
not
rely
on
them
as
predictions
of
future
events.
Forward-looking
statements
depend
on
assumptions,
data
or
methods
which
may
be
incorrect
or
imprecise
and
we
may
not
be
able
to
realize
them.
We
do
not
guarantee
that
the
transactions
and
events
described
will
happen
as
described
(or
that
they
will
happen
at
all).
You
can
identify
forward-looking
statements
by
the
use
of
forward-looking
terminology
such
as
“believes,”
“expects,”
“may,”
“will,”
“should,”
“seeks,”
“approximately,”
“intends,”
“plans,”
“pro
forma,”
“estimates,”
“contemplates,”
“aims,”
“continues,”
“would”
or
“anticipates”
or
the
negative
of
these
words
and
phrases
or
similar
words
or
phrases.
You
can
also
identify
forward-looking
statements
by
discussions
of
strategies,
plans
or
intentions.
The
following
factors,
among
others,
could
cause
actual
results
and
future
events
to
differ
materially
from
those
set
forth
or
contemplated
in
the
forward-looking
statements:
general
economic,
business
and
financial
conditions,
and
changes
in
our
industry
and changes in the real estate markets in particular;
adverse economic and other developments in the Dallas-Fort Worth-Arlington area,
where we have a high concentration of properties;
general volatility of the capital and credit markets and the demand for and market
price of our common stock;
ability to broaden our investor base;
changes in our business strategy;
defaults on, early terminations of or non-renewal of leases by tenants;
bankruptcy or insolvency of a major tenant or a significant number of smaller
tenants;
increased interest rates and operating costs;
declining real estate valuations and impairment charges;
availability, terms and deployment of capital;
our failure to obtain necessary outside financing;
our expected leverage;
decreased rental rates or increased vacancy rates;
our failure to generate sufficient cash flows to service our outstanding
indebtedness;
difficulties
in
identifying
properties
to
acquire
and
completing
acquisitions;
risks of real estate acquisitions, dispositions and redevelopment, including the cost
of construction delays and cost overruns;
our failure to successfully operate acquired properties and operations;
our failure to successfully dispose of our non-core and non-strategic assets;
our projected operating results;
our ability to manage our growth effectively;
our failure to successfully redevelop properties;
estimates relating to our ability to make distributions to our shareholders in the
future;
impact
of
changes
in
governmental
regulations,
tax
law
and
rates
and
similar
matters;
our failure to qualify as a REIT;
future terrorist attacks in the U.S.;
environmental uncertainties and risks related to natural disasters;
lack or insufficient amounts of insurance;
financial market fluctuations;
availability of and our ability to attract and retain qualified personnel;
retention of our senior management team;
our understanding of our competition;
changes in real estate and zoning laws and increases in real property tax rates; and
our ability to comply with the laws, rules and regulations applicable to companies
and, in particular, public companies.
You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third
parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to
reflect events or circumstances after the date of this presentation, except as required by applicable law.


Non-GAAP Reconciliations
22
Funds From Operations
For the Three Months Ended
(in thousands)
12/31/11
9/30/11
6/30/11
3/31/11
Net loss attributable to Company shareholders
$(13,837)
$ (5,023)
$(13,724)
$(40,025)
Add: Depreciation and amortization
61,797
63,549
64,389
65,447
Add: Provision for impairment of investment properties
8,288
1,379
1,523
32,747
Less: Gain on sales of investment properties
(7,566)
(13,626)
(3,104)
(6,119)
Less: Noncontrolling interests' share of depreciation related to
consolidated joint ventures
(178)
(132)
(96)
(584)
Funds from operations
$  48,504
$46,147
$  48,988
$  51,466
Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a
standard known as funds from operations, or FFO. FFO means net (loss) income computed in accordance with GAAP, excluding gains (or losses) from sales of investment properties, plus
depreciation and amortization and impairment charges on investment properties, including adjustments for unconsolidated joint ventures. We have adopted the NAREIT definition of FFO. The
following table shows the reconciliation of FFO to net loss attributable to Company shareholders for the periods presented: