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EX-4.1 - EX-4.1 - SIMON PROPERTY GROUP L P /DE/a13-24408_6ex4d1.htm

 

 

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):  January 21, 2014

 

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 January 21, 2014, Simon Property Group, L.P. (“Operating Partnership”) completed its previously announced public offering of $600,000,000 aggregate principal amount of the Operating Partnership’s 2.200% notes due 2019 (the “2019 Notes”) and $600,000,000 aggregate principal amount of the Operating Partnership’s 3.750% notes due 2024 (the “2024 Notes” and together with the 2019 Notes, the “Notes”).

 

The Notes were issued pursuant to the thirty-first supplemental indenture (the “31st Supplemental Indenture”) to the Operating Partnership’s Indenture (the “Indenture”) dated as of November 26, 1996,  each 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 31st 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. 333-179874-01), the prospectus dated March 2, 2012, and the related prospectus supplement dated January 13, 2014.

 

A copy of the 31st Supplemental Indenture is attached hereto as Exhibit 4.1 and is 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 2019 Notes bear interest at a rate of 2.200% per annum and mature on February 1, 2019.  The 2024 Notes bear interest at a rate of 3.750% per annum and mature on February 1, 2024.  Interest is payable semi-annually in arrears on February 1 and August 1, beginning August 1, 2014 (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 Notes being redeemed, plus accrued and unpaid interest to, but not including, the date of redemption and a “make-whole” premium calculated under the 31st Supplemental Indenture (unless the 2019 Notes are redeemed on or after November 1, 2018 or the 2024 Notes are redeemed on or after November 1, 2023, in which case no “make-whole” premium will be payable).

 

The 31st Supplemental Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the 31st 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 31st Supplemental Indenture (including the form of notes attached thereto).

 

ITEM 9.01  Financial Statements and Exhibits.

 

Exhibit No.

 

Description

 

 

 

Exhibit 4.1

 

Thirty-First Supplemental Indenture, dated as of January 21, 2014, to the Indenture dated

 

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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 $600,000,000 aggregate principal amount of 2.200% Notes due 2019 (included in Exhibit 4.1 hereto).

 

 

 

Exhibit 4.3

 

Form of $600,000,000 aggregate principal amount of 3.750% Notes due 2024 (included in Exhibit 4.1 hereto).

 

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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:  January 21, 2014

 

 

 

 

 

 

 

 

 

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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