8-K 1 a11-11823_48k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 10, 2011

 

SIMON PROPERTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

333-11491

 

34-1755769

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

225 WEST WASHINGTON STREET

 

 

INDIANAPOLIS, INDIANA

 

46204

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  317.636.1600

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

ITEM 1.01  Entry into a Material Definitive Agreement.

 

On November 10, 2011, Simon Property Group, L.P. (“Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Goldman, Sachs & Co., and Morgan Stanley & Co. LLC (collectively, the “Underwriters”), in connection with the public offering of $500,000,000 aggregate principal amount of the Operating Partnership’s 2.800% notes due 2017 (the “2017 Notes”) and $700,000,000 aggregate principal amount of the Operating Partnership’s 4.125% notes due 2021 (the “2021 Notes” and, together with the 2017 Notes, the “Notes”).  The offering of the Notes closed on November 16, 2011.

 

The Notes will be issued pursuant to the twenty-sixth supplemental indenture (the “Supplemental Indenture”) to the Indenture (the “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.  For a description of the material terms of the Supplemental Indenture and the Notes, see the information set forth below under Item 2.03, which is incorporated into this Item 1.01.

 

The offering of the Notes was made pursuant to the Registration Statement on Form S-3 (Registration No. 333-157794-01), the prospectus dated March 9, 2009, and the related prospectus supplement dated November 10, 2011.

 

A copy of the Underwriting Agreement and the form of Supplemental Indenture are attached hereto as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference.  The Indenture was incorporated by reference into the Registration Statement.

 

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

 

The 2017 Notes bear interest at a rate of 2.800% per annum and mature on January 30, 2017.  The 2021 Notes bear interest at a rate of 4.125% per annum and mature on December 1, 2021.  Interest is payable semi-annually in arrears in the case of the 2017 Notes on January 30 and July 30, beginning July 30, 2012, and in the case of the 2021 Notes on June 1 and December 1, beginning June 1, 2012 (each, an “Interest Payment Date”).  Interest will be paid to holders of record of such Notes registered at the close of business the fifteenth calendar day preceding the related Interest Payment Date.

 

The Operating Partnership may, at its option, redeem the Notes in whole at any time or in part from time to time on not less than 30 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 series of Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make-whole” premium calculated under the Supplemental Indenture (unless the 2017 Notes are redeemed on or after October 30, 2016 and the 2021 Notes are redeemed on or after September 1, 2021, in which case no “make-whole” premium will be payable).

 

The Supplemental Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Supplemental Indenture for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.

 

The description set forth above is qualified in its entirety by the form of Supplemental Indenture (including the form of notes attached thereto).

 

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ITEM 7.01  Regulation FD Disclosure.

 

On November 10, 2011, Simon Property Group, Inc. (“SPG”), the general partner of the Operating Partnership, issued a press release announcing the sale of the Notes.  A copy of the press release is attached hereto as Exhibit 99.1.

 

ITEM 9.01  Financial Statements and Exhibits.

 

Exhibit No.

 

Description

 

 

 

Exhibit 1.1

 

Underwriting Agreement dated as of November 10, 2011 among Simon Property Group, L.P., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Goldman, Sachs & Co., and Morgan Stanley & Co. LLC.

 

 

 

Exhibit 4.1

 

Form of Twenty-Sixth Supplemental Indenture to the Indenture dated as of November 26, 1996 between Simon Property Group, L.P. and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as Trustee.

 

 

 

Exhibit 4.2

 

Form of $500,000,000 aggregate principal amount of 2.800% Notes due 2017 (included in Exhibit 4.1 hereto).

 

 

 

Exhibit 4.3

 

Form of $700,000,000 aggregate principal amount of 4.125% Notes due 2021 (included in Exhibit 4.1 hereto).

 

 

 

Exhibit 5.1

 

Opinion of Baker & Daniels LLP.

 

 

 

Exhibit 8.1

 

Opinion of Baker & Daniels LLP regarding tax matters.

 

 

 

Exhibit 12.1

 

Computation of Ratio of Earnings to Fixed Charges.

 

 

 

Exhibit 23.1

 

Consent of Baker & Daniels LLP (contained in Exhibits 5.1 and 8.1 hereto).

 

 

 

Exhibit 99.1

 

Press Release, dated November 10, 2011, issued by Simon Property Group, Inc.

 

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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: November 16, 2011

 

 

 

 

 

 

SIMON PROPERTY GROUP, L.P.

 

 

 

 

By:

Simon Property Group, Inc., the sole General

 

 

Partner

 

 

 

 

 

 

 

 

By:

/s/ Steven K. Broadwater

 

 

 

Steven K. Broadwater

 

 

 

Senior Vice President and Chief

 

 

 

Accounting Officer

 

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