Terms Agreement for $750,000,000 6 3/8% Notes Due 2007 between Simon Property Group, L.P. and Underwriters
Simon Property Group, L.P. has agreed to sell $750 million in 6 3/8% notes due in 2007 to a group of underwriters, including Banc of America Securities, Salomon Smith Barney, Credit Suisse First Boston, J.P. Morgan Securities, and UBS Warburg. The notes will pay interest semi-annually and may be redeemed early by Simon Property Group under specified terms. The agreement outlines the purchase price, interest rate, maturity date, and other key terms, and incorporates additional provisions from a related underwriting agreement.
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EXHIBIT 1.2
SIMON PROPERTY GROUP, L.P.
(a Delaware limited partnership)
Debt Securities
TERMS AGREEMENT
October 23, 2001
| To: | Simon Property Group, L.P. National City Center 115 West Washington Street Suite 15 East Indianapolis, Indiana 46204 |
Ladies and Gentlemen:
We understand that Simon Property Group, L.P., a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell U.S.$750,000,000 aggregate principal amount of debt securities (hereinafter 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 principal amounts of Underwritten Securities set forth below opposite their names at the purchase price set forth below, to the extent any are purchased.
| Underwriter | Principal Amount of Underwritten Securities | |||
|---|---|---|---|---|
| Banc of America Securities LLC | $ | 251,250,000 | ||
Salomon Smith Barney Inc. | $ | 251,250,000 | ||
Credit Suisse First Boston Corporation | $ | 82,500,000 | ||
J.P. Morgan Securities Inc. | $ | 82,500,000 | ||
UBS Warburg LLC | $ | 82,500,000 | ||
Total | $ | 750,000,000 | ||
The Underwritten Securities shall have the following terms:
| Title: | Simon Property Group, L.P. 63/8% Notes due 2007 | |
Rank: | The Underwritten Securities shall rank pari passu with each other and with all other unsecured and unsubordinated indebtedness of the Operating Partnership, except that the Underwritten Securities effectively will be subordinated to (i) the prior claims of each secured mortgage lender to any specific property securing such lender's mortgage and (ii) any claims of creditors of subsidiaries of the Operating Partnership, to the extent of the assets of such subsidiaries. | |
Ratings: | "Baa1" by Moody's Investor Service; "BBB" by Standard & Poor's | |
Aggregate principal amount: | U.S.$750,000,000 | |
Denominations: | U.S.$1,000 and integral multiples thereof | |
Currency of payment: | United States dollars | |
Interest rate or formula: | 63/8% payable semi-annually in arrears | |
Interest payment dates: | Each May 15 and November 15, commencing on May 15, 2002 | |
Regular record dates: | Each 15th calendar day prior to the interest payment date or the stated maturity date, as the case may be | |
Stated maturity date: | November 15, 2007 | |
Redemption provisions: | The Underwritten Securities may be redeemed at any time at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of the Underwritten Securities being redeemed plus accrued interest to the redemption date and (ii) the Make-Whole Amount, if any, with respect to such Underwritten Securities. | |
Sinking fund requirements: | Not applicable | |
Conversion provisions: | Not applicable | |
Listing requirements: | Not applicable | |
Black-out provisions: | Not applicable | |
Initial public offering price: | 99.234% of the principal amount, plus accrued interest, if any, from closing date | |
Purchase price: | 98.609% of principal amount, plus accrued interest, if any, from closing date (payable in next day funds) | |
Form: | The Underwritten Securities shall be in the form of Exhibit A to the Ninth Supplemental Indenture, dated as of the closing date, between the Operating Partnership and The Chase Manhattan Bank, as trustee. | |
Lock-Up Provisions: | Not applicable |
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Other terms and conditions: | The Underwritten Securities shall have such other terms and conditions as provided in the Ninth Supplemental Indenture and the form attached as Exhibit A thereto. | |
Closing date and location: | October 26, 2001, at the offices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York 10128 |
All of the provisions contained in the document attached as Annex I hereto entitled "SIMON PROPERTY GROUP, L.P.—Securities—AMENDED AND RESTATED 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.
Please accept this offer no later than 4:30 P.M. (New York City time) on October 23, 2001 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
| Very truly yours, | |||
BANC OF AMERICA SECURITIES LLC | |||
By: | /s/ LILY CHANG Name: Lily Chang Title: Authorized Signatory | ||
SALOMON SMITH BARNEY INC. | |||
By: | /s/ DAN GUGLIELMONE Name: Dan Guglielmone Title: Authorized Signatory | ||
Each acting on behalf of itself and the other named Underwriters.
Accepted:
| SIMON PROPERTY GROUP, L.P. | |||
By: | Simon Property Group, Inc., its General Partner | ||
By: | /s/ STEPHEN E. STERETT Name: Stephen E. Sterett Title: Executive Vice President and Chief Financial Officer | ||
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