Item 1.01. Entry into a Material Definitive Agreement

Amended and Restated Merger Agreement

On November 14, 2020, Simon Property Group, Inc., a Delaware corporation ("Simon"), Simon Property Group, L.P., a Delaware limited partnership (the "Simon Operating Partnership"), Silver Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Simon Operating Partnership ("Merger Sub 1"), Silver Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub 1 ("Merger Sub 2" and, together with Simon, the Simon Operating Partnership and Merger Sub 1, the "Simon Parties"), Taubman Centers, Inc., a Michigan corporation ("TCO"), and The Taubman Realty Group Limited Partnership, a Delaware limited partnership (the "Taubman Operating Partnership" and, together with TCO, the "Taubman Parties"), entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement"). The Amended Merger Agreement amends and restates the Agreement and Plan of Merger, dated as of February 9, 2020, by and among the Simon Parties and the Taubman Parties (the "Original Merger Agreement"), in its entirety, on the terms and subject to the conditions set forth therein. Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Merger Sub 2 will be merged with and into the Taubman Operating Partnership (the "Partnership Merger") and TCO will be merged with and into Merger Sub 1 (the "REIT Merger" and, together with the Partnership Merger, the "Mergers"). Upon completion of the Partnership Merger, the Taubman Operating Partnership will survive (the "Surviving Taubman Operating Partnership") and the separate existence of Merger Sub 2 will cease. Upon completion of the REIT Merger, Merger Sub 1 will survive ("Surviving TCO") and the separate corporate existence of TCO will cease. Immediately following the Partnership Merger, the Surviving Taubman Operating Partnership will be converted (the "Conversion") into a Delaware limited liability company (the "Joint Venture").





Transaction Structure

At the effective time of the Partnership Merger (the "Partnership Merger Effective Time"), (i) each unit of partnership interest in the Taubman Operating Partnership (each, a "Taubman OP Unit") issued and outstanding immediately prior to the Partnership Merger Effective Time held by a limited partner of the Taubman Operating Partnership who is not a member of the Taubman Family (defined as the "Titanium Family" in the Amended Merger Agreement) (the "Minority Partners") will be converted into the right to receive, at the election of such Minority Partner, the Common Stock Merger Consideration (as defined below) or 0.5703 limited partnership units in the Simon Operating Partnership; (ii) certain Taubman OP Units issued and outstanding immediately prior to the Partnership Merger Effective Time held by a member of the Taubman Family will remain outstanding as units of partnership interest in the Surviving Taubman Operating Partnership; and (iii) all other Taubman OP Units issued and outstanding immediately prior to the Partnership Merger Effective Time held by a member of the Taubman Family will be converted into the right to receive the Common Stock Merger Consideration. In addition, at the Partnership Merger Effective Time, each outstanding incentive unit in the Taubman Operating Partnership will vest and be converted into a Taubman OP Unit, to be treated in the Partnership Merger in the same manner as the Taubman OP Units held by the Minority Partners. The membership interests of Merger Sub 2 issued and outstanding immediately prior to the Partnership Merger Effective Time will automatically be converted into a number of units of partnership interest in Surviving Taubman Operating Partnership such that following the Partnership Merger, Merger Sub 1 and TCO will collectively own 80% (assuming, for purposes of this calculation, that the Taubman OP Units issuable under the Option Deferral Agreement (as defined in the Amended Merger Agreement) among TCO, the Taubman Operating Partnership and Robert S. Taubman are outstanding interests of Surviving Taubman Operating Partnership) of the outstanding interests of Surviving Taubman Operating Partnership.

Pursuant to the terms and conditions in the Amended Merger Agreement, at the effective time of the REIT Merger (the "REIT Merger Effective Time"), (i) each share of common stock, $0.01 par value per share, of TCO (the "TCO Common Stock") issued and outstanding immediately prior to the REIT Merger Effective Time will be converted into the right to receive $43.00 in cash (the "Common Stock Merger Consideration"); and (ii) each share of Series B Non-Participating Convertible Preferred Stock, $0.001 par value per share, of TCO (the "TCO Series B Preferred Stock") will be converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000. Immediately prior to the REIT Merger Effective Time, TCO will issue a redemption notice and cause funds to be set aside to pay the redemption price for each share of Series J Cumulative Redeemable Preferred Stock, no par value, of TCO (the "TCO Series J Preferred Stock") and each share of Series K Cumulative Redeemable Preferred Stock, no par value, of TCO (the "TCO Series K Preferred Stock"), at their respective liquidation preference of $25.00 plus all accumulated and unpaid dividends to, but not including, the redemption date of such share (the "Redemption").

In addition, at the REIT Merger Effective Time, (i) each outstanding restricted stock unit award of TCO (each, a "TCO RSU") and each outstanding performance stock unit award (each, a "TCO PSU") granted under the Taubman Stock Plans (defined as the "Titanium Stock Plans" in the Amended Merger Agreement) that vest in accordance with its terms in connection with the closing of the Mergers will automatically convert into the right to receive the Common Stock Merger Consideration; (ii) each outstanding TCO RSU and TCO PSU that is not eligible to vest in accordance with its terms at the REIT Merger Effective Time will be converted into a cash substitute award to be paid (A) with respect to any such award granted prior to 2020, in accordance with the same service-vesting schedule that applied to the original TCO RSU or TCO PSU award and (B) with respect to any such award granted in 2020, in accordance with the same vesting schedule (including performance-vesting conditions) that applied to the original TCO RSU or TCO PSU award; (iii) each outstanding share of deferred TCO Common Stock (each, a "TCO DSU") granted under the Taubman Stock Plans will be converted into the right to receive the Common Stock Merger Consideration; and (iv) each dividend equivalent right granted in tandem with any TCO RSU or TCO PSU (each a "TCO DER") will be treated in the same manner as the outstanding TCO RSU or TCO PSU to which such TCO DER relates.

Finally, at the effective time of the Conversion, the Option Deferral Agreement (as defined in the Amended Merger Agreement) will be deemed to be amended so that each Option Deferred Unit (as defined in the Amended Merger Agreement) will represent the right to receive, following the Conversion, one Reorganized Taubman OP Unit (defined as "Reorganized Titanium OP Unit" in the Amended Merger Agreement), and will remain subject to all other terms and conditions of the Option Deferral Agreement.

Following the Mergers and the Conversion, the Simon Operating Partnership will own 100% of the outstanding equity of Surviving TCO, Surviving TCO will own 80% of the limited liability company interests of the Joint Venture, and the Taubman Family will own the remaining 20% (assuming, for purposes of this calculation, that Taubman OP Units issuable under the Option Deferral Agreement are outstanding interests of Surviving Taubman Operating Partnership) of the limited liability company interests the Joint Venture. Surviving TCO and the Taubman Family will enter into an Operating Agreement (as defined below) with respect to the Joint Venture at the time of the Conversion in the form attached as Exhibit B to the Amended Merger Agreement and described further below.











Conditions to the Merger

The consummation of the Mergers is subject to the approval of the REIT Merger by (i) the holders of at least two-thirds of the outstanding shares of TCO Common Stock and TCO Series B Preferred Stock (voting together as a single class); (ii) the holders of at least a majority of TCO Series B Preferred Stock; and (iii) the holders of at least a majority of the outstanding shares of TCO Common Stock and TCO Series B Preferred Stock (voting together as a single class and excluding the outstanding shares of TCO Common Stock and TCO Series B Preferred Stock owned of record or beneficially by the Taubman Family). In addition, the consummation of the Mergers is subject to certain other customary closing conditions, including, among others, the approval of the Partnership Merger by the partners holding at least a majority of the aggregate percentage interests in the Taubman Operating Partnership (other than those held by TCO) (which approval has been obtained), the absence of certain legal impediments to the consummation of the Mergers and material compliance by the Simon Parties and the Taubman Parties with their respective obligations under the Amended Merger Agreement. The Amended Merger Agreement, as compared to the Original Merger Agreement, removes the condition requiring the absence of a material adverse effect with respect to TCO. The obligations of the parties to consummate the Mergers are not subject to any financing condition or the receipt of any . . .

Item 7.01 Regulation FD Disclosure

On November 15, 2020, Simon and TCO, issued a joint press release announcing the execution of the Amended Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits





Financial Statements:



None



Exhibits:



Exhibit
No.                                         Description
  2.1*            Amended and Restated Agreement and Plan of Merger, dated as of
                November 14, 2020, by and among the Taubman Parties and the Simon
                Parties
  10.1            Amended and Restated Voting Agreement, dated as of November 14,
                2020, by and among Simon, the Simon Operating Partnership and the
                other parties thereto
  99.1            Press release of Simon and TCO, dated November 15, 2020
                The cover page from this Current Report on Form 8-K formatted in
104             Inline XBRL (included as Exhibit 104)

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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