Item 1.02. Entry into a Material Definitive Agreement.





Merger Agreement

As previously announced on February 10, 2020, Simon Property Group, Inc., a Delaware corporation ("Simon"), Simon Property Group, L.P., a Delaware limited partnership, Silver Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Simon Operating Partnership, Silver Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub, Taubman Centers, Inc., a Michigan corporation ("TCO"), and The Taubman Realty Group Limited Partnership, a Delaware limited partnership, entered into an Agreement and Plan of Merger dated as of February 9, 2020 (the "Merger Agreement"). The Merger Agreement contemplated that the Company would acquire all TCO common stock and an effective 80% interest in TRG in a transaction valued at approximately $3.6 billion.

The closing of the transactions contemplated by the Merger Agreement was subject to closing conditions relating to the accuracy of representations and warranties by TCO, compliance by TCO with covenants relating to the operations of its business and that no material adverse effect had occurred in respect of TCO. As a result of the Taubman Parties' incurable breaches of multiple provisions of the Merger Agreement and the occurrence of a material adverse effect in respect of TCO, these closing conditions cannot be satisfied. Accordingly, the Board of Directors of Simon elected to exercise Simon's right to terminate the Merger Agreement and Simon notified TCO on June 10, 2020 of Simon's termination of the Merger Agreement.




Item 8.01. Other Events.

On June 10, 2020, Simon issued a press release announcing, among other things, the termination of the Merger Agreement. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                 Description
99.1            Press Release, dated (and issued on) June 10, 2020.
104           The cover page from this Current Report on Form 8-K formatted in Inline
              XBRL (included as Exhibit 104)

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