8-KMaterial AgreementsRegulation FDOther Events+1

SIMON PROPERTY GROUP INC. 8-K Report, Material Agreement (May 29, 2014)

Filed May 29, 2014For Securities:SPGSPG-PJ

Summary

Simon Property Group, Inc. (SPG) filed an 8-K on May 29, 2014, reporting on a significant corporate action: the separation and distribution of its Washington Prime Group Inc. (WPG) subsidiary. This move involved transferring certain assets and liabilities to WPG, followed by a distribution of 100% of WPG's shares to SPG shareholders on a tax-free basis. The spin-off was completed effective May 28, 2014, with WPG commencing "regular way" trading on the NYSE under the ticker symbol "WPG" on May 29, 2014. This transaction will impact SPG's financial outlook by removing WPG's assets and liabilities from its balance sheet and operations. The company also provided updated guidance for the second quarter and full year 2014, reflecting the completion of the spin-off and associated transaction costs. Investors should note that this separation is designed to allow SPG to focus on its core portfolio of high-quality malls and premium outlets, potentially leading to enhanced operational focus and value creation for shareholders.

Key Highlights

  • 1Completion of Washington Prime Group Inc. (WPG) spin-off effective May 28, 2014.
  • 2SPG distributed 100% of WPG shares to its shareholders on a tax-free basis.
  • 3WPG began trading on the NYSE under the ticker symbol "WPG" on May 29, 2014.
  • 4Updated financial guidance for Q2 2014 and full year 2014 provided, reflecting the spin-off.
  • 5Transaction costs associated with the spin-off are incorporated into the updated guidance.
  • 6The Separation and Distribution Agreement was finalized on May 27, 2014.

Frequently Asked Questions

The spin-off of Washington Prime Group Inc. (WPG) is intended to separate certain assets and liabilities into a distinct entity, allowing Simon Property Group (SPG) to focus on its core portfolio of high-quality malls and premium outlets. This strategic move aims to enhance operational focus and potentially unlock greater shareholder value for SPG.

SPG shareholders received 100% of the outstanding shares of WPG in a tax-free distribution. This means shareholders now own shares in both SPG and the newly independent WPG. The updated guidance from SPG also reflects the financial impact of this separation.

The spin-off will remove WPG's assets and liabilities from SPG's financial statements. SPG has also provided updated guidance for the second quarter and full year 2014 that accounts for the completion of the spin-off and its associated transaction costs. Investors should review the updated guidance to understand the forward-looking financial expectations for SPG.

The spin-off was completed effective May 28, 2014, and Washington Prime Group Inc. (WPG) began trading on the New York Stock Exchange under the ticker symbol "WPG" on a "regular way" basis starting May 29, 2014.