Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Merger Agreement

On November 14, 2020, Taubman Centers, Inc., a Michigan corporation ("TCO" or the "Company"), The Taubman Realty Group Limited Partnership, a Delaware limited partnership (the "Taubman Operating Partnership" and, together with TCO, the "Taubman Parties"), 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") and 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"), entered into an Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement"). The Amended and Restated Merger Agreement amends and restates the Agreement and Plan of Merger, dated as of February 9, 2020 (the "Original Merger Agreement"), by and among TCO, the Taubman Operating Partnership, Simon, the Simon Operating Partnership, Merger Sub 1 and Merger Sub 2, in its entirety, on the terms and subject to the conditions set forth therein. Pursuant to the Amended and Restated 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

Subject to the terms and conditions set forth in the Amended and Restated Merger Agreement, 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 and Restated 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 and Restated 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 and Restated 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 and Restated 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.

Further, at the effective time of the Conversion, the Option Deferral Agreement (as defined in the Amended and Restated Merger Agreement) will be deemed to be amended so that each Option Deferred Unit (as defined in the Amended and Restated Merger Agreement) will represent the right to receive, following the Conversion, one Reorganized Taubman OP Unit (defined as a "Reorganized Titanium OP Unit" in the Amended and Restated 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 of 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 and Restated 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 . . .




Item 8.01 Other Events.

Amended and Restated Voting Agreement

Concurrent with and as a condition to the Simon Parties entering into the Amended and Restated Merger Agreement, each member of the Taubman Family that owns TCO Common Stock, TCO Series B Preferred Stock or partnership units of the Taubman Operating Partnership (such equity interests, collectively, the "Subject Equity"), including certain affiliated entities of Robert S. Taubman and William S. Taubman and certain members of their immediate family, entered into an Amended and Restated Voting Agreement with Simon (the "Amended and Restated Voting Agreement") with respect to all of the Subject Equity beneficially owned by the Taubman Family. The Amended Voting Agreement amends and restates the Voting Agreement, dated as of February 9, 2020, by and among certain members of the Taubman Family and Simon.

The Taubman Family beneficially own approximately 93% of the outstanding shares of TCO Series B Preferred Stock, representing, together with TCO Common Stock beneficially owned by the Taubman Family, approximately 30% of the voting stock of TCO. Pursuant to the Voting Agreement, the Taubman Family have agreed to take the following actions, among others, during the term of the Amended Voting Agreement: (1) vote the Subject Equity in favor of the REIT Merger, the Partnership Merger and the Conversion, as applicable; (2) vote the Subject Equity against any Acquisition Proposal; and (3) vote the Subject Equity against any other actions that would impede, interfere with, delay or prevent the consummation of the Mergers, the Conversion or the other transactions contemplated by the Amended and Restated Merger Agreement. The Amended Voting Agreement will terminate upon the earliest of (i) the termination of the Amended and Restated Merger Agreement in accordance with its terms; (ii) the REIT Merger Effective Time; and (iii) the Taubman Family providing written notice to Simon that it is terminating the Voting Agreement at any time following (A) a Taubman Board Recommendation Change or (B) any change to the terms of the Amended and Restated Merger Agreement that reduces the amount or changes the form of consideration payable to the Taubman Family or is otherwise materially adverse to the Taubman Family.

The foregoing description of the Amended Voting Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Voting Agreement. A copy of the Amended Voting Agreement entered into by the Taubman Family, Simon and the Simon Operating Partnership is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Joint Press Release

On November 15, 2020, TCO and Simon issued a joint press release announcing that they entered into the Amended and Restated Merger Agreement and the Settlement Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



 Exhibit                                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
  99.1     Amended and Restated Voting Agreement, dated as of November 14, 2020,
           by and among Simon, Simon Operating Partnership and the other parties
           thereto
  99.2     Press Release, dated November 15, 2020
104        104 Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

* 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. -------------------------------------------------------------------------------- FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management's current views with respect to future events and financial performance. Forward-looking statements can be identified by words such as "will", "may", "could", "expect", "anticipate", "believes", "intends", "should", "plans", "estimates", "approximate", "guidance" and similar expressions in this Current Report on Form 8-K that predict or indicate future events and trends and that do not report historical matters. The forward-looking statements included in this Current Report on Form 8-K are made as of the date hereof. Except as required by law, the Company assumes no obligation to update these forward-looking statements, even if new information becomes available in the future. Actual results may differ materially from those expected because of various risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the amended and restated merger agreement? the inability to complete the proposed transaction due to the failure to obtain shareholder approval for the proposed transaction or the failure to satisfy other conditions to completion of the proposed merger? risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed transaction? the effect of the announcement of the proposed transaction on the Company's relationships with its tenants, operating results and business generally; general economic conditions, and other factors. Such factors include, but are not limited to: the COVID-19 pandemic and related challenges, risks and uncertainties which have had, and may continue to have, direct and indirect adverse impacts on the general economy, mall environment, tenants, customers, and employees, as well as mall and tenant operations (including the ability to remain open) and operating procedures, occupancy, anchor and mall tenant sales, sales-based rent, rent collection, leasing and negotiated rents, mall development and redevelopment activities and the fair value of assets (increasing the likelihood of future impairment charges); future economic performance, including stabilization and recovery from the impact of the COVID-19 pandemic; savings due to cost-cutting measures; payments of dividends and the sufficiency of cash to meet operational needs; changes in market rental rates; unscheduled closings or bankruptcies of tenants; relationships with anchor tenants; trends in the mall industry; challenges with department stores; changes in consumer shopping behavior, including accelerated trends resulting from the COVID-19 pandemic; the liquidity of real estate investments; changes in market rental rates; unscheduled closings or bankruptcies of tenants; relationships with anchor tenants; trends in the retail industry; challenges with department stores; changes in consumer shopping behavior; the liquidity of real estate investments; the Company's ability to comply with debt covenants; the availability and terms of financings; changes in market rates of interest and foreign exchange rates for foreign currencies; changes in value of investments in foreign entities; the ability to hedge interest rate and currency risk; risks related to acquiring, developing, expanding, leasing and managing properties; competitors gaining economies of scale through M&A and consolidation activity; changes in value of investments in foreign entities; risks related to joint venture properties; insurance costs and coverage; security breaches that could impact the Company's information technology, infrastructure or personal data; costs associated with response to technology breaches; the loss of key management personnel; shareholder activism costs and related diversion of management time; terrorist activities; maintaining the Company's status as a real estate investment trust; changes in the laws of states, localities, and foreign jurisdictions that may increase taxes on the Company's operations; and changes in global, national, regional and/or local economic and geopolitical climates.

You should review the Company's filings with the Securities and Exchange Commission, including "Risk Factors" in its most recent Annual Report on Form 10-K and subsequent quarterly reports, for a discussion of such risks and uncertainties. -------------------------------------------------------------------------------- IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

In connection with the proposed transaction between the Company and Simon, the Company will file with the U.S. Securities and Exchange Commission (the "SEC") a Proxy Statement of the Company (the "Proxy Statement"). The Company plans to mail to its shareholders the definitive Proxy Statement in connection with the proposed transaction. This Current Report on Form 8-K is not intended to and does not constitute the solicitation of any proxy, vote or approval. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SIMON, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents (when available) filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by the Company in the Investor Relations section of the Company's website at http://investors.taubman.com/investors or by contacting Erik Wright, Manager, Investor Relations at ewright@taubman.com or (248) 258-7390.

PARTICIPANTS IN THE SOLICITATION

The Company and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the solicitation of proxies from shareholders of the Company in favor of the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above filed with the SEC. Additional information regarding the Company's directors and executive officers is also included in the Company's proxy statement for its 2020 Annual Meeting of Shareholders, which was filed with the SEC on July 2, 2020, and its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 27, 2020, as amended on April 29, 2020. These documents are available free of charge as described above. --------------------------------------------------------------------------------

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