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EX-4.1 - EX-4.1 - SIMON PROPERTY GROUP L P /DE/ | a16-11017_2ex4d1.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): May 13, 2016
SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
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001-36110 |
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34-1755769 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
225 WEST WASHINGTON STREET |
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INDIANAPOLIS, INDIANA |
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46204 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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 May 11, 2016, Simon Property Group, L.P. (Operating Partnership) and its indirect wholly-owned subsidiary Simon International Finance, S.C.A., a corporate partnership limited by shares (société en commandite par actions) under the laws of the Grand Duchy of Luxembourg (the Issuer), entered into a subscription agreement (the Subscription Agreement) with Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP Paribas, Goldman Sachs International, ING Bank N.V., Mizuho International plc, Jefferies International Limited, RBC Europe Limited, SMBC Nikko Capital Markets Limited and Société Générale (collectively, the Managers), in connection with the offering of 500 million aggregate principal amount of the Issuers unsecured 1.25% guaranteed notes due 2025 (the Notes) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the Securities Act). The Notes are fully and unconditionally guaranteed by the Operating Partnership (the Guarantee). The offering of the Notes closed on May 13, 2016.
The Subscription Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, each of the Issuer and the Operating Partnership has agreed to indemnify the Managers against certain liabilities on customary terms. Some of the Managers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings, including but not limited to commercial lending services, in the ordinary course of business with the Operating Partnership, its direct or indirect subsidiaries or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
The Notes were issued subject to, and with the benefit of, a fiscal agency agreement, dated May 13, 2016 (the Fiscal Agency Agreement), by and among the Issuer, the Operating Partnership, The Bank of New York Mellon Trust Company, N.A., as fiscal agent, transfer agent and registrar and The Bank of New York Mellon, London Branch, as London paying agent. For a description of the material terms of the Fiscal Agency Agreement and the Notes, see the information set forth below under Item 2.03, which is incorporated into this Item 1.01. A copy of the Fiscal Agency Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The Notes have not been, and will not be, registered under the Securities Act or applicable state or other securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K is not, and should not be construed as, an offering of the Notes.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Notes were issued by the Issuer with the benefit of the full Guarantee by the Operating Partnership. The Notes bear interest at a rate of 1.25% per annum and mature on May 13, 2025. Interest is payable annually in arrear on May 13 of each year, beginning May 13, 2017 (each, an Interest Payment Date). Interest will be paid to the holders shown on the register of noteholders at the close of business the fifteenth calendar day before the related Interest Payment Date.
The Issuer may, at its option, redeem the Notes in whole at any time or in part from time to time on not less than 15 and not more than 45 days prior written notice to the holders of the Notes to be redeemed. The Notes will be redeemable at a price equal to the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a make-whole premium calculated under the Fiscal Agency Agreement (unless the Notes are redeemed on or after February 13, 2025, in which case no make-whole premium will be payable).
The Fiscal Agency Agreement provides for customary events of default, including, among other things, nonpayment, failure to comply with the covenants in the Fiscal Agency Agreement (including the Guarantee) 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 Fiscal Agency Agreement (including the Guarantee included therein and the form of Notes attached thereto).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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4.1 |
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Fiscal Agency Agreement dated May 13, 2016, by and among Simon International Finance, S.C.A., Simon Property Group, L.P., The Bank of New York Mellon Trust Company, N.A. and The Bank of New York Mellon, London Branch. |
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4.2 |
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Form of 500,000,000 aggregate principal amount of 1.25% Guaranteed Notes due 2025 (including the Terms and Conditions and Guarantee attached thereto) (included in Exhibit 4.1 hereto). |
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: May 13, 2016
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SIMON PROPERTY GROUP, L.P. | |
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By: Simon Property Group, Inc., its sole General Partner | |
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By: |
/s/ Steven K. Broadwater |
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Steven K. Broadwater |
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Senior Vice President and Chief Accounting Office |