8-KRegulation FDExhibits & Filings

SIMON PROPERTY GROUP INC. 8-K Report, Regulation FD Disclosure (Dec 13, 2013)

Filed December 13, 2013For Securities:SPGSPG-PJ

Summary

Simon Property Group, Inc. (SPG) announced on December 13, 2013, its strategic decision to spin off its strip center business and smaller enclosed malls into a new, independent, publicly traded Real Estate Investment Trust (REIT) named "SpinCo." This move is intended to unlock value by allowing each entity to focus on its distinct business model and capital allocation strategies. The spin-off will be structured as a pro rata special distribution of SpinCo's common shares to existing Simon Property shareholders, with the expectation of qualifying as a tax-free event for U.S. federal income tax purposes. This transaction is subject to several conditions, including SEC effectiveness of SpinCo's registration statement, listing approval, and board approval, with Simon Property retaining the right to abandon or modify the transaction.

Key Highlights

  • 1Simon Property Group announces plans to spin off its strip center portfolio and smaller enclosed malls.
  • 2The spun-off entity will operate as an independent, publicly traded REIT (SpinCo).
  • 3The transaction will be structured as a pro rata special distribution of SpinCo shares to Simon Property shareholders.
  • 4The separation is expected to be tax-free for U.S. federal income tax purposes.
  • 5The spin-off is subject to various conditions, including SEC registration effectiveness and board approval.
  • 6Simon Property Group may modify or abandon the transaction at any time prior to completion.
  • 7A conference call was scheduled for December 13, 2013, to discuss the proposed transaction.

Frequently Asked Questions

The primary goal is to separate Simon Property Group's core higher-productivity enclosed malls from its strip center business and smaller enclosed malls. This allows each entity to pursue its own strategic priorities and capital allocation, potentially unlocking greater shareholder value and improving operational focus.

The spin-off will be executed through a pro rata special distribution. This means that existing Simon Property Group shareholders, as of a determined record date, will receive shares of SpinCo common stock on a pro rata basis relative to their holdings in Simon Property Group.

The company expects the distribution to qualify as tax-free for U.S. federal income tax purposes. However, shareholders should consult with their own tax advisors to understand any potential state or local tax implications.

Key conditions include the effectiveness of SpinCo's registration statement with the SEC, the approval of SpinCo's listing application by the relevant stock exchange, obtaining necessary third-party consents, and formal approval and declaration of the distribution by Simon Property's Board of Directors.