UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 7.01 Regulation FD Disclosure.
On September 23, 2024, Simon Property Group, Inc. (the “Company”), the general partner of Simon Property Group, L.P. (the “Operating Partnership”), issued a press release announcing the terms of the public offering of the senior notes of the Operating Partnership (the “Offering Press Release”) described below. A copy of the Offering Press Release is attached hereto as Exhibit 99.1.
This Item 7.01 and the related Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 or incorporated by reference into any registration statement pursuant to the Securities Act of 1933.
ITEM 8.01 Other Events.
On September 23, 2024, the Operating Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Citigroup Global Markets Inc., PNC Capital Markets LLC and US Bancorp Investments, Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the public offering of $1,000,000,000 aggregate principal amount of the Operating Partnership’s 4.750% notes due 2034 (the “Notes”). The Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, the Operating Partnership has agreed to indemnify the Underwriters against certain liabilities on customary terms. The Underwriters have performed, and expect in the future to perform, investment banking and advisory services for which they have received, and may continue to receive, customary fees and expenses, and affiliates of the Underwriters have performed, and expect in the future to perform, commercial lending services, for the Operating Partnership and its affiliates from time to time.
The Notes were issued on September 26, 2024 pursuant to the Operating Partnership’s Indenture (the “Base Indenture”), dated as of November 26, 1996, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee (the “Trustee”), as amended and supplemented by the Forty-Sixth Supplemental Indenture, dated as of September 26, 2024 (the “Forty-Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Operating Partnership and the Trustee, setting forth the terms of the Notes.
The Notes bear interest at a rate of 4.750% per annum and mature on September 26, 2034. Interest on the Notes is payable semi-annually in arrears on March 26 and September 26, beginning March 26, 2025 (each, an “Interest Payment Date”). Interest will be paid to holders of record of such Notes registered at the close of business on the fifteenth calendar day preceding the related Interest Payment Date.
The Operating Partnership may redeem the Notes at its option at any time, in whole or from time to time in part, on not less than 10 and not more than 60 days’ prior written notice mailed to the holders of the Notes to be redeemed. The Notes will be redeemable at a price equal to the principal amount of such Notes being redeemed, plus unpaid interest accrued to, but not including, the date of redemption and a “make-whole” premium calculated under the Forty-Sixth Supplemental Indenture with respect to the Notes (unless the Notes are redeemed on or after June 26, 2034, in which case no “make-whole” premium will be payable).
The Notes will be subject to customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Indenture for a period of 90 days after notice, and certain events of bankruptcy, insolvency and reorganization.
The foregoing descriptions are qualified in their entirety by the Underwriting Agreement and the Forty-Sixth Supplemental Indenture (including the forms of notes attached thereto) which are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein. The Form of Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and a copy of the Forty-Sixth Supplemental Indenture is attached hereto as Exhibit 4.1.
ITEM 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:September 26, 2024
| SIMON PROPERTY GROUP, L.P. | |||
| By: | Simon Property Group, Inc., its sole General Partner | ||
| By: | /s/ Brian J. McDade | ||
| Brian J. McDade | |||
| Executive Vice President and Chief Financial Officer | |||