8-KOther Events

SIMON PROPERTY GROUP INC. 8-K Report (Jun 22, 2004)

Filed June 22, 2004For Securities:SPGSPG-PJ

Summary

Simon Property Group, Inc. (SPG) has announced a definitive agreement to acquire Chelsea Property Group, Inc. (Chelsea) through a merger. This strategic move will see Chelsea merge with a Simon subsidiary, with Chelsea as the surviving entity. The transaction involves a mix of cash and stock consideration for Chelsea shareholders, including a base cash amount, shares of Simon common stock, and shares of a new 6% preferred stock issued by Simon. The preferred stock has specific liquidation preferences, no maturity date, and features conversion and redemption options tied to Simon's common stock performance. Furthermore, the agreement includes a related merger of Chelsea's operating partnership, CPG LP, with SPG LP. This will result in CPG LP common unit holders receiving Simon Property Group, L.P. common and preferred interests. The terms of these interests mirror the preferred stock features of the main merger. The deal is contingent on several conditions, including shareholder approvals, regulatory declarations, stock exchange listings, and tax opinions. Voting agreements are in place with significant CPG LP unitholders to secure necessary approvals.

Key Highlights

  • 1Simon Property Group (SPG) to acquire Chelsea Property Group (Chelsea) via a definitive Merger Agreement.
  • 2Transaction involves a combination of cash, SPG common stock, and new SPG 6% preferred stock for Chelsea shareholders.
  • 3A related merger will convert Chelsea's OP units into SPG LP interests, mirroring preferred stock features.
  • 4The structure includes contingent consideration based on SPG's stock price relative to defined price collars ($43.43 - $58.75).
  • 5The deal is subject to customary closing conditions, including shareholder and regulatory approvals.
  • 6Voting agreements with CPG LP limited partners holding approximately 78.5% of units are in place to support the transaction.
  • 7SPG is issuing new 6% preferred stock with features like conversion and redemption options tied to SPG common stock performance.

Frequently Asked Questions

This 8-K filing announces that Simon Property Group, Inc. has entered into a definitive agreement to acquire Chelsea Property Group, Inc. It details the terms of the merger, including the consideration to be paid to Chelsea shareholders and unitholders, and outlines the conditions for closing the transaction.

Chelsea shareholders will receive $36.00 in cash per share, plus a fraction of Simon Property Group common stock and a fraction of Simon's newly issued 6% preferred stock. The exact amount of stock and preferred stock can be adjusted based on the average closing price of Simon's common stock leading up to the closing date.

Yes, the deal includes price collars. If Simon's average stock price is above $58.75, the stock portion of the consideration is adjusted downwards. If the average stock price is below $43.43, the cash consideration will be increased.

Key conditions include receiving approval from at least 66 2/3% of Chelsea's voting shares, affirmative consent from a majority of CPG LP's limited partnership units, the SEC declaring effective a registration statement for the new securities, listing the new securities on the NYSE, and receiving tax opinions.