Simon Property Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
(Simon Property Group, Inc.) (Simon Property Group, L.P.) |
(Simon Property Group, Inc.) (Simon Property Group, L.P.) |
(Simon Property Group, Inc.) (Simon Property Group, L.P.) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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| (Address of principal executive offices) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbols |
Name
of each exchange on which registered | ||||
| Simon Property Group, Inc. | ||||||
| Simon Property Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
| Simon Property Group, Inc.: | Emerging growth company |
| Simon Property Group, L.P.: | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Simon Property Group, Inc.: ¨
Simon Property Group, L.P.: ¨
ITEM 1.01 Entry into a Material Definitive Agreement.
Fourth Amended and Restated Revolving Credit Facility
On March 5, 2026, Simon Property Group, L.P. (the “Company”) amended and extended its $5.0 billion senior unsecured multi-currency revolving credit facility (the “Credit Facility”). The Credit Facility’s initial borrowing capacity of $5.0 billion may be increased to $6.0 billion during its term. The initial maturity date of the Credit Facility was extended to June 30, 2030. The initial maturity date can be extended for up to two additional six-month periods at the Company’s sole option, subject to the Company’s continued compliance with the terms thereof.
Borrowings under the Credit Facility bear interest, at the Company’s election, at either (i) (x) for Term Benchmark Loans, the Term SOFR Rate, the applicable Local Rate, the term CORRA Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA, if denominated in Dollars, Daily Simple SOFR and, if denominated in Canadian Dollars, Daily Simple CORRA, or (z) for Daily SOFR Loans, the Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by the Company’s corporate credit rating of between 0.625% and 1.350% or (ii) for loans denominated in U.S. Dollars only, the Base Rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or the Term SOFR Rate for an interest period of one month plus 1.000%), plus a margin determined by the Company’s corporate credit rating of between 0.000% and 0.350%. The Credit Facility includes a facility fee determined by the Company’s corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility.
The Credit Facility provides for borrowings denominated in U.S. Dollars, Euro, Yen, Sterling, Canadian Dollars and Australian Dollars.
The Credit Facility provides for borrowings for general corporate purposes.
The Credit Facility contains ongoing covenants relating to total and secured leverage to capitalization value and minimum EBITDA coverage and unencumbered EBITDA coverage requirements. Payment under the Credit Facility can be accelerated if the Company or its general partner, Simon Property Group, Inc., is subject to bankruptcy proceedings or upon the occurrence of certain other events.
The foregoing description of the Credit Facility agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility agreement, a copy of which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference
Amendment No. 2 to Amended and Restated Supplemental Facility
On March 5, 2026, the Company also entered into an amendment (the “Amendment”) to its $3.5 billion senior unsecured multi-currency supplemental revolving credit facility (as amended by the Amendment, the “Supplemental Facility”) to conform the applicable margin to align with the pricing under the Credit Facility.
The foregoing descriptions of the Amendment and the Supplemental Facility do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, including the Supplemental Facility attached as Exhibit A thereto, a copy of which is filed as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.
A copy of a press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this Item is included in 1.01 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Fourth Amended and Restated $5,000,000,000 Credit Agreement dated as of March 5, 2026. | |
| 99.2 | Amendment No. 2 to Third Amended and Restated $3,500,000,000 Credit Agreement dated as of March 5, 2026. | |
| 99.3 | Press Release dated March 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 5, 2026
| SIMON PROPERTY GROUP, INC. | |||
| By: | /s/ Brian J. McDade | ||
| Brian J. McDade | |||
| Executive Vice President and Chief Financial Officer | |||
| SIMON PROPERTY GROUP, L.P. | |||
| By: | Simon Property Group, Inc., its sole General Partner | ||
| By: | /s/ Brian J. McDade | ||
| Brian J. McDade | |||
| Executive Vice President and Chief Financial Officer | |||