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):                                                                                                September 30, 2011
TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
1-11530	38-2033632
(Commission File Number)	(I.R.S. Employer Identification No.)
200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan	48304-2324
(Address of Principal Executive Office)	(Zip Code)
Registrant’s Telephone Number, Including Area Code: (248) 258-6800
None
(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 (See General Instruction A.2. below):
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 October 4, 2011, Taubman Centers, Inc. issued a press release announcing that The Taubman Realty Group Limited Partnership entered into an agreement on September 30, 2011 to acquire The Mall at Green Hills in Nashville, Tennessee and The Gardens on El Paseo/El Paseo Village in Palm Desert, California from affiliates of Davis Street Properties, LLC of Evanston IL. The consideration for the properties is $560 million, excluding transaction costs.  The consideration consists of the assumption of approximately $206 million of debt, up to $80 million of partnership units in The Taubman Realty Group Limited Partnership and the balance of approximately $274 million in installment notes.  The installment notes will bear interest at 3.125 percent and will be due in full approximately 60 days after closing if the closing date is in 2011. If the closing is in 2012, 80 percent of the notes balance will be due approximately 60 days after closing and the remaining balance will be due in February 2013. The assumed debt consists of three loans: an amortizing loan of approximately $108 million secured by The Mall at Green Hills at an interest rate of 6.89 percent maturing in December 2013, an amortizing loan of $17 million secured by El Paseo Village at an interest rate of 4.42 percent maturing in March 2016, and, a non-amortizing loan of $81 million secured by The Gardens at El Paseo at an interest rate of 6.1 percent maturing in June 2016.  The number of partnership units will be determined based on a value of $55 per unit.

The transaction has been approved by the Taubman Centers’ Board of Directors.  It is subject to due diligence and is expected to close in the fourth quarter of 2011.

Item 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

See Item 1.01 above for description of the installment notes and debt to be assumed.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit	Description
99	Press Release, dated October 4, 2011, entitled “Taubman To Acquire Davis Street Assets:  The Mall at Green Hills and The Gardens on El Paseo/El Paseo Village.”

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 hereunto duly authorized.

Date: October 4, 2011	TAUBMAN CENTERS, INC.
	By: /s/ Lisa A. Payne
	Lisa A. Payne
	Vice Chairman and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99	Press Release, dated October 4, 2011, entitled “Taubman To Acquire Davis Street Assets:  The Mall at Green Hills and The Gardens on El Paseo/El Paseo Village.”

EX-99

Taubman Centers, Inc. 200 East Long Lake Road Suite 300 Bloomfield Hills, Michigan 48304-2324 T 248.258.6800 www.taubman.com  

CONTACT:

Karen Mac Donald                                                                                     Robert Perlmutter

Taubman, Director, Communications                                                      Davis Street Land Company

248-258-7469                                                                                                847-425-4021

kmacdonald@taubman.com                                                                      rperlmutter@dslandco.com

Barbara Baker

Taubman, Vice President, Investor Relations

248-258-7367

bbaker@taubman.com

FOR IMMEDIATE RELEASE

TAUBMAN TO ACQUIRE DAVIS STREET ASSETS:  THE MALL AT GREEN HILLS AND THE GARDENS ON EL PASEO/EL PASEO VILLAGE

BLOOMFIELD HILLS, Mich., October 4, 2011 - - Taubman Centers, Inc. (NYSE:  TCO) announced an agreement to purchase  The Mall at Green Hills (Nashville, Tenn.) and The Gardens on El Paseo/El Paseo Village (Palm Desert, Calif.) from Davis Street Properties of Evanston, Ill.

“These high quality assets, which are dominant in their respective marketplaces, are an excellent strategic fit for our company,” said Robert S. Taubman, chairman, president and CEO of Taubman Centers.  “We are projecting their sales to exceed $700 per square foot on average in 2012.  The occupancy costs of these centers average below 10 percent – significantly less than the occupancy costs of our portfolio.   As a result, we believe there is an opportunity to substantially increase their Net Operating Income (NOI) over time.”

The purchase price for the properties is $560 million, excluding transaction costs.  The consideration consists of the assumption of approximately $206 million of debt, up to $80 million of partnership units in The Taubman Realty Group Limited Partnership (TRG) and the balance of approximately $274 million in installment notes.  The number of partnership units will be determined based on a value of $55 per unit.

The transaction has been approved by Taubman Centers’ Board of Directors.  It is subject to due diligence and is expected to close in the fourth quarter of 2011.

About The Mall at Green Hills

The Mall at Green Hills, originally constructed in 1955, is the dominant fashion shopping destination in Nashville.  It has been expanded and renovated many times over the years, including the most recent expansion which added a 149,000 square foot Nordstrom that opened September 16, 2011. The property has 887,000 square feet of total GLA and 375,000 mall tenant GLA and also is anchored by Dillard’s and Macy’s.  The center features many unique-to-the-market tenants including Nordstrom, its only store in Nashville.

-more-

Taubman to Acquire Davis Street Assets/2

About The Gardens on El Paseo/El Paseo Village

Comprised of two adjacent properties across the street from each other, this asset, anchored by Saks Fifth Avenue, operates as one open-air specialty center.  The center anchors El Paseo Avenue, which dominates the high-end retail for the entire Coachella Valley, a growing affluent market with significant tourism.  The Gardens on El Paseo was built in 1998 and El Paseo Village was completed in 2010.  Together the center includes 236,000 square feet of total GLA and 186,000 square feet of mall tenant GLA occupied by fashion-oriented shops.

Taubman Centers is a real estate investment trust engaged in the development, leasing and management of regional and super regional shopping centers. Taubman's 26 U.S. owned, leased and/or managed properties, the most productive in the industry, serve major markets from coast to coast. Taubman Centers, founded in 1950, is headquartered in Bloomfield Hills, Michigan and its Taubman Asia subsidiary is headquartered in Hong Kong.   For more information about Taubman, visit www.taubman.com.

References in this press release to “Taubman Centers,” “company” or “Taubman” mean Taubman Centers, Inc. and/or one or more of a number of separate, affiliated entities.  Business is actually conducted by an affiliated entity rather than Taubman Centers, Inc. itself.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management's current views with respect to future events and financial performance. The forward-looking statements included in this release are made as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future. Actual results may differ materially from those expected because of various risks and uncertainties, including, but not limited to the continuing impacts of the U.S. recession and global credit environment, other changes in general economic and real estate conditions, changes in the interest rate environment and the availability of financing, adverse changes in the retail industry and closing, integration and other acquisition risks. Other risks and uncertainties are discussed in the company's filings with the Securities and Exchange Commission including its most recent Annual Report on Form 10-K.

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