Terms Agreement for Sale of Common Stock by Simon Property Group, Inc. to Underwriters (Goldman Sachs & Co. and Salomon Smith Barney Inc.)

Summary

Simon Property Group, Inc. and SPG Realty Consultants, Inc. have agreed to sell 9,000,000 shares of common stock, paired with interests in SPG Realty Consultants, to underwriters Goldman Sachs & Co. and Salomon Smith Barney Inc. at a set purchase price. The companies agree not to sell or transfer additional shares or related securities for 30 days after closing, except for certain permitted transactions. The agreement incorporates terms from a referenced underwriting agreement and sets the closing for July 1, 2002.

EX-1.2 4 a2083034zex-1_2.txt TERMS AGREEMENT EXHIBIT 1.2 SIMON PROPERTY GROUP, INC. (a Delaware corporation) Common Stock TERMS AGREEMENT June 25, 2002 To: Simon Property Group, Inc. National City Center 115 West Washington Street Suite 15 East Indianapolis, Indiana 46204 Ladies and Gentlemen: We understand that Simon Property Group, Inc., a Delaware corporation ("SPG"), proposes to issue and sell 9,000,000 shares of its common stock, par value $0.0001 per share (the "Common Stock") and that such Common Stock shall be paired with beneficial interests in the common stock of SPG Realty Consultants, Inc. (such securities, together with the Common Stock, being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective number of Underwritten Securities set forth below opposite their names at the purchase price set forth below, to the extent any are purchased.

The Underwritten Securities shall have the following terms: Common Stock Title: Common Stock Number of shares: 9,000,000 Number of Option Underwritten Securities: Not Applicable Public offering price per share: $35.94 Purchase price per share: $35.80 Listing requirements: New York Stock Exchange Black-out provisions: Not Applicable Lock-up provisions: In consideration of the agreement by the Underwriters to offer and sell the Underwritten Securities, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Companies agree that, during the period beginning from the Closing Date and continuing to and including the date thirty (30) days after the Closing Date, the Companies will not, without the prior written consent of the Underwriters, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Companies, or any options or warrants to purchase any shares of Common Stock of the Companies, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Companies, whether now owned or hereinafter acquired, owned directly by the Companies (including holding as a custodian) or with respect to which the Companies have beneficial ownership within the rules and regulations of the SEC (collectively, the "Equity Securities"), except for (i) the issuance of shares of Common Stock upon the exercise of options or grant of restricted shares of Common Stock under SPG's Stock Plans, (ii) the exchange of OP Units for Common Stock, and (iii) the conversion of SPG Series A Preferred Shares, SPG Series B Preferred Shares or SPG Series C Preferred Shares.. The foregoing restriction is expressly agreed to preclude the Companies, unless the prior written consent of the Underwriters is obtained, from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Equity 2 Securities even if such Equity Securities would be disposed of by someone other than the Companies. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Equity Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Equity Securities. Other terms and conditions: Not Applicable Closing date and location: July 1, 2002 at the offices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166

All of the provisions contained in the document attached as Annex I hereto entitled "SIMON PROPERTY GROUP, INC. -- Common Stock, Warrants to Purchase Common Stock, Preferred Stock, Warrants to Purchase Preferred Stock and Depositary Shares -- Underwriting Agreement" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. 3 Please accept this offer no later than 8:30 o'clock P.M. (New York City time) on June 25, 2002 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, GOLDMAN, SACHS & CO. By: /s/ Goldman, Sachs & Co. ---------------------------------- (Goldman, Sachs & Co.) SALOMON SMITH BARNEY INC. By: /s/ Daniel Guglielmone ---------------------------------- Name: Daniel Guglielmone Title: Authorized Signatory Acting on behalf of itself and the other named Underwriters. Accepted: SIMON PROPERTY GROUP, INC. By: /s/ Stephen E. Sterrett ---------------------------------- Name: Stephen E. Sterrett Title: Authorized Signatory SPG REALTY CONSULTANTS, INC. By: /s/ Stephen E. Sterrett ---------------------------------- Name: Stephen E. Sterrett Title: Authorized Signatory