SPG-J Simon Property Group Inc

ITEM 1.01 Entry into a Material Definitive Agreement.

On March 16, 2021, Simon Property Group, L.P. (“Operating Partnership”) and its indirect wholly-owned subsidiary Simon International Finance, S.C.A., a corporate partnership limited by shares (société en commandite par actions) under the laws of the Grand Duchy of Luxembourg (the “Issuer”), entered into a subscription agreement (the “Subscription Agreement”) with Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank Aktiengesellschaft, J.P. Morgan Securities plc, Landesbank Baden-Württemberg, RBC Europe Limited, Scotiabank Europe plc, Société Générale and TD Global Finance unlimited company (collectively, the “Managers”), in connection with the offering of €750.0 million aggregate principal amount of the Issuer’s 1.125% guaranteed notes due 2033 (the “Notes”) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).  The Notes are unsecured and fully and unconditionally guaranteed by the Operating Partnership (the “Guarantee”).  The offering of the Notes closed on March 19, 2021.

The Subscription Agreement contains representations and warranties and covenants that are customary for transactions of this type.  In addition, each of the Issuer and the Operating Partnership has agreed to indemnify the Managers against certain liabilities on customary terms.  Some of the Managers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings, including but not limited to commercial lending services, in the ordinary course of business with the Operating Partnership, its direct or indirect subsidiaries or its affiliates.  They have received, or may in the future receive, customary fees and commissions for these transactions.

The Notes were issued subject to, and with the benefit of, a fiscal agency agreement, dated March 19, 2021 (the “Fiscal Agency Agreement”), by and among the Issuer, the Operating Partnership, The Bank of New York Mellon Trust Company, N.A., as fiscal agent, transfer agent and registrar and The Bank of New York Mellon, London Branch, as London paying agent.  For a description of the material terms of the Fiscal Agency Agreement and the Notes, see the information set forth below under Item 2.03, which is incorporated into this Item 1.01.  A copy of the Fiscal Agency Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

The Notes have not been, and will not be, registered under the Securities Act or applicable state or other securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements.  This Current Report on Form 8-K is not, and should not be construed as, an offering of the Notes.