INDIANAPOLIS, Dec. 29, 2020 /PRNewswire/ -- Simon
Property Group, Inc. (NYSE: SPG) ("Simon") today announced that it
has completed its acquisition of an 80% ownership interest in The
Taubman Realty Group Limited Partnership ("TRG"). Under the terms
of the transaction, Simon, through its operating partnership, Simon
Property Group, L.P., acquired all of Taubman Centers, Inc. ("TCO") common stock for
$43.00 per share in cash, and the
Taubman family sold approximately one-third of its ownership
interest at the transaction price and remains a 20% partner in
TRG.
"We are very pleased to complete this transaction and to add
some of the world's premier retail assets to our portfolio," said
David Simon, Chairman, Chief
Executive Officer and President. "This investment will enhance the
ability of TRG to establish innovative retail environments for
consumers and to create new job prospects for the communities in
which it operates. I look forward to partnering with the
Taubmans in this exciting new joint venture, and to driving strong
performance at TRG's properties."
Robert Taubman, Chairman,
President and CEO of TRG, stated, "David and I share a vision for
optimizing TRG's assets and a strong commitment to our shoppers,
retail partners and communities. I am excited to work with the
entire Simon team as we share ideas and implement best practices to
enhance the operations and cash flow of our new joint
venture."
Total consideration for the acquisition, including the
redemption of TCO's 6.5% Series J Cumulative Preferred Shares and
its 6.25% Series K Cumulative Preferred Shares, was approximately
$3.4 billion and was funded with
existing liquidity, including proceeds from Simon's recently
completed equity offering.
Advisors
BofA Securities, Citigroup Global Markets Inc. and Evercore
Group, L.L.C. are serving as financial advisors to Simon and
Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Latham & Watkins LLP are serving as legal advisors.
Goldman Sachs & Co. LLC is serving as financial advisor to
Taubman and Wachtell, Lipton, Rosen & Katz and Honigman LLP are
serving as legal advisors. The Special Committee of the Board of
Directors of Taubman has retained Lazard as its independent
financial advisor and Kirkland & Ellis LLP as its independent
legal counsel.
About Simon
Simon is a real estate investment trust
engaged in the ownership of premier shopping, dining, entertainment
and mixed-use destinations and an S&P 100 company
(Simon Property Group, NYSE: SPG). Our properties across North
America, Europe and Asia provide community
gathering places for millions of people every day and generate
billions in annual sales. For more information, visit
simon.com.
About Taubman Realty Group
Taubman Realty Group (TRG)
is engaged in the ownership, management and/or leasing of 26
regional, super-regional and outlet malls in the U.S. and
Asia. TRG's U.S. properties
are among the most productive in the U.S. retail industry. Founded
in 1950, TRG is a joint venture between Simon Property Group
(NYSE:SPG) and the Taubman family and is headquartered in
Bloomfield Hills, Mich. Taubman
Asia, founded in 2005, is headquartered in Hong Kong. For more
information, visit www.taubman.com.
Forward Looking Statements
Certain statements made in
this press release may be deemed "forward–looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Although the Company believes the expectations reflected
in any forward–looking statements are based on reasonable
assumptions, the Company can give no assurance that its
expectations will be attained, and it is possible that the
Company's actual results may differ materially from those indicated
by these forward–looking statements due to a variety of risks,
uncertainties and other factors. Such factors include, but are not
limited to: uncertainties regarding the impact of the COVID-19
pandemic and governmental restrictions intended to prevent its
spread on our tenants' businesses, financial condition, results of
operations, cash flow and liquidity and our ability to access the
capital markets, satisfy our debt service obligations and make
distributions to our stockholders; the inability to collect rent
due to the bankruptcy or insolvency of tenants or otherwise;
changes in economic and market conditions that may adversely affect
the general retail environment; the intensely competitive market
environment in the retail industry; changes to applicable laws or
regulations or the interpretation thereof; risks associated with
the acquisition, development, redevelopment, expansion, leasing and
management of properties; the inability to lease newly developed
properties and renew leases and relet space at existing properties
on favorable terms; the potential loss of anchor stores or major
tenants; decreases in market rental rates; the impact of our
substantial indebtedness on our future operations; any disruption
in the financial markets that may adversely affect our ability to
access capital for growth and satisfy our ongoing debt service
requirements; any change in our credit rating; changes in market
rates of interest and foreign exchange rates for foreign
currencies; general risks related to real estate investments,
including the illiquidity of real estate investments; security
breaches that could compromise our information technology or
infrastructure; risks relating to our joint venture properties; our
continued ability to maintain our status as a REIT; changes in tax
laws or regulations that result in adverse tax consequences;
changes in the value of our investments in foreign entities; our
ability to hedge interest rate and currency risk; changes in
insurance costs; the availability of comprehensive insurance
coverage; natural disasters; the potential for terrorist
activities; environmental liabilities; the loss of key management
personnel; and the transition of LIBOR to an alternative reference
rate. The Company discusses these and other risks and uncertainties
under the heading "Risk Factors" in its annual and quarterly
periodic reports filed with the SEC. The Company may update
that discussion in subsequent other periodic reports, but except as
required by law, the Company undertakes no duty or obligation to
update or revise these forward-looking statements, whether as a
result of new information, future developments, or otherwise.
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SOURCE Simon