8-KMaterial AgreementsOther EventsExhibits & Filings

SIMON PROPERTY GROUP INC. 8-K Report, Material Agreement (Feb 23, 2007)

Filed February 23, 2007For Securities:SPGSPG-PJ

Summary

Simon Property Group Inc. (SPG) announced a significant strategic move through a joint venture, SPG-FCM Ventures, LLC, to acquire The Mills Corporation (Mills) for $25.25 per share in cash. This acquisition is structured as a tender offer, followed by a merger, and is a key development for SPG as it expands its portfolio. The transaction is subject to customary closing conditions, including a majority tender of Mills' shares and the absence of material adverse effects. In conjunction with this acquisition, SPG, through its operating partnership Simon OP, has also entered into a Credit and Guaranty Agreement with Mills. This agreement provides significant debt financing, including a $1.188 billion term loan and a $365 million revolving facility, to Mills LP. These credit facilities are crucial for funding the acquisition and providing working capital, while also being secured by Mills' assets. Investors should note that SPG is committing substantial equity and potentially debt financing to this transaction, underscoring its strategic importance.

Key Highlights

  • 1Simon Property Group (SPG) forms a 50/50 joint venture, SPG-FCM Ventures, LLC, with Farallon Capital Management to acquire The Mills Corporation (Mills).
  • 2The acquisition will be executed via a tender offer at $25.25 per share in cash, followed by a merger to acquire all outstanding common stock of Mills.
  • 3Completion of the tender offer is contingent upon a majority of Mills' shares being tendered and other standard closing conditions, including no material adverse effect on Mills.
  • 4Simon Property Group's operating partnership, Simon OP, is providing significant financing, including up to $650 million in equity and potential additional debt financing for the acquisition.
  • 5A Credit and Guaranty Agreement has been established where Simon OP acts as Administrative Agent, providing a senior secured term loan of approximately $1.188 billion and a revolving facility of up to $365 million to Mills LP.
  • 6The credit facilities are intended to finance the acquisition, repay prior obligations, and provide working capital for Mills LP and its subsidiaries, secured by Mills' assets.
  • 7The announcement includes a joint press release confirming the merger agreement between SPG, Farallon, and Mills, highlighting the collaborative nature of the transaction.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement for SPG, through a joint venture, to acquire The Mills Corporation. It details the terms of the acquisition, including the offer price, the structure of the transaction (tender offer followed by a merger), and the financing arrangements.

The acquisition will be financed through a joint venture, SPG-FCM Ventures, LLC. Simon Property Group, along with funds managed by Farallon Capital Management, will provide equity financing. Specifically, Simon OP has committed to providing at least $650 million in equity and has agreed to provide additional debt financing if required to complete the transaction.

Simon OP is playing a crucial role. It is involved in the equity commitment to the joint venture for the acquisition and will serve as the Administrative Agent and Collateral Agent for a new Credit and Guaranty Agreement. This agreement provides substantial debt financing (term loan and revolving facility) to Mills LP, secured by Mills' assets.

Yes, the acquisition is subject to several conditions. These include the successful tender of a majority of Mills' common stock, the absence of injunctions or illegality, receipt of a tax opinion, and the absence of a material adverse effect on The Mills Corporation. Holders of preferred stock and common units of Mills LP will receive cash or have options for Simon OP units.