Item 8.01. Other Events
On November 23, 2019, Simon Property Group, Inc. (the "Company") issued and sold
22,137,500 shares (the "Shares") of its common stock, par value $0.0001 per
share ("Common Stock"), which included an upsized base offering of 19,250,000
shares of Common Stock and an additional 2,887,500 shares of Common Stock issued
in connection with the underwriters' exercise of an overallotment option, in a
registered public offering under a prospectus supplement and related prospectus
filed with the Securities and Exchange Commission pursuant to its effective
shelf registration statement on Form S-3 (File No. 333-223199). The Shares were
sold pursuant to an Underwriting Agreement dated November 18, 2020 (the
"Underwriting Agreement") among the Company, Simon Property Group, L.P. and BofA
Securities, Inc. and Citigroup Global Markets Inc., as representatives of the
several underwriters named in Schedule 1 thereto (the "Underwriters"). Under the
terms of the Underwriting Agreement, the Company initially sold 19,250,000
shares of Common Stock to the Underwriters and granted the Underwriters a 30-day
option to purchase up to 2,887,500 additional shares of Common Stock on the same
terms. The Underwriters exercised their option to purchase the additional shares
on November 19, 2020. The Company expects to receive net proceeds from the
offering of approximately $1.56 billion after deducting fees and its estimated
expenses.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated by reference herein. The summary set
forth above is qualified in its entirety by reference to such exhibit.
In connection with the filing of the prospectus supplement, the Company is
filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its
counsel, Latham & Watkins LLP, regarding certain Delaware law issues concerning
the shares of Common Stock sold in the offering.
On November 23, 2020, the Company issued a press release announcing the closing
of the Common Stock offering. The full text of the press release is filed as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
Exhibit No. Description
Underwriting Agreement, dated November 18, 2020, among Simon Property
1.1 Group, Inc., Simon Property Group, L.P., and BofA Securities Inc. and
Citigroup Global Markets Inc.
5.1 Opinion of Latham & Watkins LLP
Consent of Latham & Watkins LLP (included in their opinion filed as
23.1 Exhibit 5.1)
Press Release of Simon Property Group, Inc., dated November 23, 2020
99.1 (filed pursuant to Item 8.01)
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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