|
Simon Property Group, Inc. — Delaware
Simon Property Group, L.P. — Delaware
(State or other jurisdiction of incorporation or organization)
|
| |
Simon Property Group, Inc. — 04-6268599
Simon Property Group, L.P. — 34-1755769
(I.R.S. Employer Identification No.)
|
|
|
Large accelerated filer ☒
(Simon Property Group, Inc.) Non-accelerated ☒ (Simon Property Group, L.P.) |
| |
Accelerated filer ☐
Smaller reporting company ☐ Emerging growth company ☐ |
|
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 14 | | | |
| | | | | 17 | | | |
| | | | | 19 | | | |
| | | | | 43 | | | |
| | | | | 43 | | | |
| | | | | 43 | | | |
| | | | | 44 | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 14 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 20 | | |
|
Securities and Exchange Commission registration fee
|
| | | $ | * | | |
|
Accountants’ fees and expenses
|
| | | | ** | | |
|
Legal fees and expenses
|
| | | | ** | | |
|
Printing
|
| | | | ** | | |
|
Miscellaneous
|
| | | | ** | | |
|
Total
|
| | | $ | ** | | |
|
Exhibit
No. |
| |
Description of Exhibit
|
|
| 4.13* | | | Form of Deposit Agreement. | |
| 4.14 | | | Indenture dated November 26, 1996, by and among 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, and other persons (incorporated by reference to the form of this document filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed by Simon Property Group, L.P. on October 21, 1996 (Reg. No. 333-11491)). | |
| 5.1 | | | | |
| 8.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | Consent of Latham & Watkins LLP (contained in their opinions filed as Exhibits 5.1 and 8.1). | |
| 24 | | | | |
| 25 | | | |
|
Signature
|
| |
Title
|
|
|
/s/ David Simon
David Simon
|
| |
Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President
|
|
|
/s/ Herbert Simon
Herbert Simon
|
| |
Chairman Emeritus and Director
|
|
|
/s/ Richard S. Sokolov
Richard S. Sokolov
|
| |
Vice Chairman and Director
|
|
|
/s/ Glyn F. Aeppel
Glyn F. Aeppel
|
| |
Director
|
|
|
/s/ Larry C. Glasscock
Larry C. Glasscock
|
| |
Director
|
|
|
/s/ Allan Hubbard
Allan Hubbard
|
| |
Director
|
|
|
/s/ Nina P. Jones
Nina P. Jones
|
| |
Director
|
|
|
/s/ Reuben S. Leibowitz
Reuben S. Leibowitz
|
| |
Director
|
|
|
/s/ Randall J. Lewis
Randall J. Lewis
|
| |
Director
|
|
|
/s/ Gary M. Rodkin
Gary M. Rodkin
|
| |
Director
|
|
|
/s/ Peggy F. Roe
Peggy F. Roe
|
| |
Director
|
|
|
Signature
|
| |
Title
|
|
|
/s/ Stefan M. Selig
Stefan M. Selig
|
| |
Director
|
|
|
/s/ Daniel C. Smith
Daniel C. Smith
|
| |
Director
|
|
|
/s/ Marta R. Stewart
Marta R. Stewart
|
| |
Director
|
|
|
/s/ Brian J. McDade
Brian J. McDade
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
|
/s/ Adam J. Reuille
Adam J. Reuille
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
Exhibit 5.1
355 South Grand Avenue, Suite 100 | ||
Los Angeles, California 90071-1560 | ||
Tel: +1.213.485.1234 Fax: +1.213.891.8763 | ||
www.lw.com | ||
![]() |
FIRM / AFFILIATE OFFICES | |
Austin | Milan | |
Beijing | Munich | |
Boston | New York | |
Brussels | Orange County | |
Century City | Paris | |
February 23, 2024 | Chicago | Riyadh |
Dubai | San Diego | |
Düsseldorf | San Francisco | |
Frankfurt | Seoul | |
Hamburg | Silicon Valley | |
Hong Kong | Singapore | |
Houston | Tel Aviv | |
Simon Property Group, Inc. | London | Tokyo |
Simon Property Group, L.P. | Los Angeles | Washington, D.C. |
225 West Washington Street | Madrid |
Indianapolis, Indiana 46204
Re: Simon Property Group, Inc. and Simon Property Group, L.P.
To the addressees set forth above:
We have acted as special counsel to Simon Property Group, Inc., a Delaware corporation (the “Company”) and Simon Property Group, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with their filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration for issue and sale (i) by the Company of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), (ii) by the Company of shares of one or more series of the Company’s preferred stock, $0.0001 par value per share (“Preferred Stock”), (iii) by the Company of depositary shares, representing an interest in Preferred Stock (“Depositary Shares”), (iv) by the Company of warrants to purchase shares of Common Stock or shares of Preferred Stock (“Warrants”), (v) by the Operating Partnership of one or more series of the Operating Partnership’s debt securities (collectively, the “Debt Securities”) to be issued under an Indenture, dated as of November 26, 1996, as amended and supplemented as of the date hereof (the “Indenture”), among Simon DeBartolo Group, L.P., Simon Property Group, L.P., a Delaware limited partnership that, effective December 31, 1997, was merged into Simon DeBartolo Group, L.P. (the merged entity being the Operating Partnership), and The Bank of New York Mellon Trust Company, N.A. (successor to The Chase Manhattan Bank), as trustee (the “Trustee”), and one or more board resolutions, supplements thereto or officer’s certificates thereunder (such Indenture, together with the applicable board resolutions, supplements or officer’s certificates pertaining to the applicable series of Debt Securities, the “Applicable Indenture”), and (vi) by certain securityholders of the Company (each, a “Selling Securityholder”) of shares of Common Stock (“Selling Securityholder Shares”) that may be offered and sold from time to time following the issuance thereof by the Company upon the exchange of common units of limited partnership interest in the Operating Partnership (the “Units”), in each case, as described in the Prospectus forming a part of the Registration Statement. The Common Stock, the Preferred Stock, the Depositary Shares, the Warrants, the Debt Securities and the Selling Securityholder Shares are referred to herein, collectively, as the “Securities.”
February 23, 2024 Page 2 |
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware General Corporation Law (the “DGCL”) and the Delaware Revised Uniform Limited Partnership Act, and with respect to the opinions set forth in numbered paragraphs 3 through 5 below, the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. When an issuance of Common Stock (other than Selling Securityholder Shares) has been duly authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (a) available under the Company’s restated certificate of incorporation, as amended (the “Certificate of Incorporation”), and (b) authorized by the board of directors in connection with the offering contemplated by the applicable Prospectus, such shares of Common Stock will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
2. When a series of Preferred Stock has been duly established in accordance with the terms of the Certificate of Incorporation and authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (a) available under the Certificate of Incorporation, and (b) authorized by the board of directors in connection with the offering contemplated by the applicable Prospectus, such shares of such series of Preferred Stock will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
February 23, 2024 Page 3 |
3. When the Applicable Indenture has been duly authorized by all necessary corporate action of the Company, as the sole general partner of the Operating Partnership, and duly executed and delivered by the Company, as the sole general partner of the Operating Partnership, and when the specific terms of a particular series of Debt Securities have been duly established in accordance with the terms of the Applicable Indenture and authorized by all necessary corporate action of the Company, as sole general partner of the Operating Partnership, and such Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Applicable Indenture and in the manner contemplated by the applicable Prospectus and by such limited partnership action, such Debt Securities will be the legally valid and binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms.
4. When the applicable deposit agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Depositary Shares have been duly established in accordance with the terms of the applicable deposit agreement and authorized by all necessary corporate action of the Company, and such Depositary Shares have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable deposit agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the underlying securities have been validly issued and deposited with the depositary), such Depositary Shares will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
5. When the applicable warrant agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with the terms of the applicable warrant agreement and authorized by all necessary corporate action of the Company, and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable warrant agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
6. When (i) an issuance of Selling Securityholder Shares to a Selling Securityholder upon the exchange of Units by such Selling Securityholder in accordance with the terms of the Eighth Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Partnership Agreement”) has been duly authorized by all necessary corporate action of the Company, and (ii) such Selling Securityholder has exercised its right under the Partnership Agreement to exchange Units for Selling Securityholder Shares or cash, in the discretion of the Company, as the sole general partner of the Operating Partnership, and, in such capacity, the Company has determined to issue Selling Securityholder Shares to such Selling Securityholder in exchange for such Units in accordance with the terms of the Partnership Agreement, upon issuance, delivery and payment therefor in exchange for Units in accordance with the terms of the Partnership Agreement in the manner contemplated by the applicable Prospectus and by such corporate action, such Selling Securityholder Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
February 23, 2024 Page 4 |
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of any Debt Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights, (l) proxies, powers and trusts, (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (o) the severability, if invalid, of provisions to the foregoing effect.
With your consent, we have assumed (i) that each of the Debt Securities, Depositary Shares and Warrants and the Applicable Indenture and warrant agreements governing such Securities (collectively, the “Documents”) will be governed by the internal laws of the State of New York; (ii) that each of the Documents has been or will be duly authorized, executed and delivered by the parties thereto; (iii) that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms; and (iv) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
February 23, 2024 Page 5 |
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, | |
/s/ Latham & Watkins LLP |
Exhibit 8.1
10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com |
|
FIRM / AFFILIATE OFFICES |
February 23, 2024
Simon Property Group, Inc. Simon Property Group, L.P. |
Austin | Milan |
Beijing | Munich | |
Boston | New York | |
Brussels | Orange County | |
Century City | Paris | |
Chicago | Riyadh | |
Dubai | San Diego | |
Düsseldorf | San Francisco | |
Frankfurt | Seoul | |
Hamburg | Silicon Valley | |
Hong Kong | Singapore | |
Houston | Tel Aviv | |
London | Tokyo | |
Los Angeles | Washington, D.C. | |
Madrid |
225 West Washington Street
Indianapolis, Indiana 46204
Re: | Simon Property Group, Inc. and Simon Property Group, L.P. |
To the addressees set forth above:
We have acted as special tax counsel to Simon Property Group, Inc., a Delaware corporation (the “Company”), and Simon Property Group, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with their filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”).
You have requested our opinion concerning certain of the federal income tax considerations relating to the Company, including with respect to its election to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). This opinion is based on certain assumptions and factual representations, including the facts set forth in the Registration Statement and the Base Prospectus, concerning the business, assets and governing documents of the Company and its subsidiaries. We have also been furnished with, and with your consent have relied upon, certain representations made by the Company and its subsidiaries with respect to certain factual matters through a certificate of an officer of the Company, dated as of the date hereof (the “Officer’s Certificate”).
February 23, 2024
Page 2
In our capacity as special tax counsel to the Company and the Operating Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us that are qualified as to knowledge or belief, without regard to such qualification. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.
We are opining herein only with respect to the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws or the laws of any state or other jurisdiction, or as to any matters of municipal law or the laws of any other local agencies within any state.
Based on such facts, and subject to the qualifications, assumptions, representations and limitations referenced herein, it is our opinion that:
1. | Commencing with the Company’s taxable year ended December 31, 2016, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code; and |
2. | The statements set forth in the Base Prospectus under the caption “U.S. Federal Income Tax Considerations,” insofar as they purport to describe or summarize certain provisions of the statutes or regulations referred to therein, are accurate descriptions or summaries in all material respects. |
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Any such change may affect the conclusions stated herein. Also, any variation or difference in the facts from those set forth in the Registration Statement, the Base Prospectus or the Officer’s Certificate may affect the conclusions stated herein. As described in the Base Prospectus, the Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet the various requirements imposed under the Code, including through actual annual operating results, asset composition, distribution levels and diversity of stock ownership, the results of which have not been and will not be reviewed by Latham & Watkins LLP. Accordingly, no assurance can be given that the actual results of the Company’s operation for any particular taxable year will satisfy such requirements. In addition, the opinion set forth above does not foreclose the possibility that the Company may have to pay a deficiency dividend, or an excise or penalty tax, which could be significant in amount, in order to maintain its REIT qualification.
2 |
February 23, 2024
Page 3
This opinion is rendered only to you and is solely for your benefit in connection with the Registration Statement upon the understanding that we are not hereby assuming professional responsibility to any other person whatsoever. This opinion may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity for any purpose, without our prior written consent, which may be granted or withheld in our sole discretion, provided that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.
We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Base Prospectus under the headings “U.S. Federal Income Tax Considerations” and “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, | ||
/s/ Latham & Watkins LLP |
3 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and the related prospectuses of Simon Property Group, Inc. for the registration of common stock, preferred stock, warrants and depositary shares; and for Simon Property Group, L.P. for the registration of debt securities and to the incorporation by reference therein of our reports dated February 22, 2024, with respect to the consolidated financial statements and schedule of Simon Property Group, Inc., and the effectiveness of internal control over financial reporting of Simon Property Group, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission. We also consent to the incorporation by reference therein of our reports dated February 22, 2024, with respect to the consolidated financial statements and schedule of Simon Property Group, L.P., and the effectiveness of internal control over financial reporting of Simon Property Group, L.P., included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
February 23, 2024
EXHIBIT 25
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK
IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
N/A (Jurisdiction of incorporation of organization if not a U.S. national bank) |
95-3571558 Identification Number)
|
333 South Hope Street, Suite 2525 Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
Legal
Department
The Bank of New York Mellon Trust Company, N.A.
240 Greenwich Street
New York, NY 10286
(212) 635-1270
(Name, address and telephone number of agent for service)
SIMON PROPERTY GROUP, L.P.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
34-1755769 (I.R.S. Employer Identification Number) |
225 West Washington Street Indianapolis, Indiana |
46204 (Zip code) |
DEBT SECURITIES
(Title of the indenture securities)
Item 1. | General information. |
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Name | Address |
Comptroller of the Currency – United States Department of the Treasury |
Washington, D.C. 20219 |
Federal Reserve Bank | San Francisco, California 94105 |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Items 3-15 Affiliations with Obligor
Item 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10). |
4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10). |
5. | Not applicable. |
6. | The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
8. | Not applicable. |
9. | Not applicable. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville and State of Florida, on the 23rd day of February, 2024.
THE BANK OF NEW YORK MELLON | ||
TRUST COMPANY, N.A. | ||
By: | /s/ Michael C. Jenkins | |
Name: Michael C. Jenkins | ||
Title: Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business December 31, 2023, published in accordance with Federal regulatory authority instructions.
ASSETS | Dollar amounts in thousands | |||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 2,559 | |||
Interest-bearing balances | 331,039 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale debt securities | 524 | |||
Equity securities with readily determinable fair values not held for trading | 0 | |||
Federal funds sold and securities | ||||
purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, held for investment | 0 | |||
LESS: Allowance for loan and lease losses | 0 | |||
Loans and leases held for investment, net of allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 13,138 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 856,313 | |||
Other assets | 114,683 | |||
Total assets | $ | 1,318,256 |
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 1,264 | |||
Noninterest-bearing | 1,264 | |||
Interest-bearing | 0 | |||
Federal funds purchased and securities | ||||
sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 263,286 | |||
Total liabilities | 264,550 | |||
Not applicable | ||||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 106,539 | |||
Not available | ||||
Retained earnings | 946,167 | |||
Accumulated other comprehensive income | 0 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,053,706 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,053,706 | |||
Total liabilities and equity capital | 1,318,256 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | ||
Loretta A. Lundberg, Managing Director | ) | Directors (Trustees) | |
Jon M. Pocchia, Managing Director | ) |
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Simon Property Group, Inc. and
Simon Property Group, L.P.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered and Carry Forward Securities
Security Type |
Security Class Title | Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |
Fees to Be Paid | Simon Property Group Inc. | |||||||
Equity | Common Stock, par value $0.0001 per share |
Rule 456(b) Rule 457(r) |
(1)(2) | (1)(2) | (1)(2)(3) | (4) | (4) | |
Equity | Preferred Stock, par value $0.0001 per share |
Rule 456(b) Rule 457(r) |
(1)(2) | (1)(2) | (1)(2)(3) | (4) | (4) | |
Equity | Depositary Shares |
Rule 456(b) Rule 457(r) |
(1)(2) | (1)(2) | (1)(2) | (4) | (4) | |
Other | Warrants(5) |
Rule 456(b) Rule 457(r) |
(1)(2) | (1)(2) | (1)(2) | (4) | (4) | |
Simon Property Group, L.P. | ||||||||
Debt | Debt Securities(6) |
Rule 456(b) Rule 457(r) |
(1)(2) | (1)(2) | (1)(2) | (4) | (4) | |
Fees Previously Paid | N/A | -- | -- | -- | -- | -- | -- | -- |
Total Offering Amounts | -- | -- | ||||||
Total Fees Previously Paid | -- | |||||||
Total Fee Offsets | -- | |||||||
Net Fee Due | -- |
(1) | Omitted pursuant to Form S-3 General Instruction II.E. |
(2) | This registration statement registers an indeterminate amount of securities of each identified class. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. The proposed maximum aggregate offering price per class of securities will be determined from time to time by the applicable registrant in connection with the offering of the securities hereunder. |
(3) | Includes rights to acquire common stock or preferred stock of Simon Property Group, Inc. under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
(4) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee. |
(5) | The warrants covered by this registration statement may be preferred share warrants or common share warrants. |
(6) | The debt securities will be non-convertible debt securities issued by Simon Property Group, L.P., a majority-owned operating partnership subsidiary of Simon Property Group, Inc. |
GI7I1.!D\"@ HKY_P#!GQJUW6OC*MG?
MRH?"NJW=S9Z8?)5?FCP58,!N.