UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~September 1423, ~~2023~~2024

SIMON PROPERTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Delaware		001-36110		34-1755769
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

225 WEST WASHINGTON STREET
INDIANAPOLIS, Indiana		46204
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 317.636.1600

Not Applicable

(Former name or former address, if changed since last report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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).

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. ¨

ITEM 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~November~~September 723, ~~2023~~2024, Simon Property Group, LInc.P. (the “~~Operating Partnership~~Company”), ~~and~~the ~~its~~general ~~indirect~~partner ~~wholly-owned~~of ~~subsidiary~~ Simon ~~Global~~Property ~~Development~~Group, BL.VP., ~~a private company with limited liability~~ (~~besloten vennootschap met beperkte aansprakelijkheid) under~~ the ~~laws of the Netherlands (the “Issuer”),~~ ~~entered into a subscription agreement (the~~ “~~Subscription~~Operating ~~Agreement~~Partnership”) ~~with J.P. Morgan SE~~, ~~Barclays~~issued ~~Bank~~a ~~Ireland~~press ~~PLC,~~release ~~BNP~~announcing ~~Paribas, Deutsche Bank Aktiengesellschaft and Goldman Sachs Europe SE (J.P. Morgan SE and Barclays Bank Ireland PLC,~~ the ~~“Joint~~terms ~~Global~~of ~~Coordinators” and, collectively with BNP Paribas, Deutsche Bank Aktiengesellschaft and Goldman Sachs Europe SE,~~ the ~~“Bookrunners”),~~public ~~in connection with the~~ offering of ~~€750.0~~the ~~million~~senior ~~aggregate~~notes ~~principal amount~~ of the ~~Issuer’s 3.50% guaranteed exchangeable bonds due 2026~~Operating ~~(the~~Partnership ~~“Bonds”) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended~~ (the “~~Securities~~Offering ~~Act~~Press Release”)~~. The~~ ~~Bonds~~described ~~are~~below. ~~exchangeable~~A ~~into~~copy ~~ordinary shares~~ of ~~Klépierre S.A., a public limited liability company (société anonyme) incorporated in France and listed on Euronext Paris. The Bonds are unsecured and fully and unconditionally guaranteed by~~ the ~~Operating~~Offering ~~Partnership~~Press ~~(the~~Release ~~“Guarantee”)~~is ~~pursuant~~attached tohereto aas ~~New York law-governed~~Exhibit ~~guarantee agreement (the “Guarantee Agreement”), dated November 14, 2023 (the “Issue Date”)~~99.1.

~~The~~This ~~Subscription~~Item ~~Agreement is governed by English law and contains representations and warranties and covenants that are customary for transactions of this type~~7. In01 ~~addition, each of the Issuer~~ and the ~~Operating~~related ~~Partnership~~Exhibit ~~has agreed to indemnify the Bookrunners against certain liabilities on customary terms~~99. ~~The~~1 ~~Bookrunners~~are ~~and~~being ~~their~~furnished ~~affiliates have performed,~~ and ~~expect~~shall innot ~~the~~be ~~future~~deemed to ~~perform,~~be ~~investment~~“filed” ~~banking~~for ~~and~~purposes ~~advisory services for~~of ~~which~~the ~~they~~Securities ~~have~~Exchange ~~received,~~Act ~~and~~of ~~may~~1934 ~~continue~~or toincorporated ~~receive,~~by ~~customary~~reference ~~fees~~into ~~and~~any ~~expenses,~~registration ~~and~~statement ~~affiliates~~pursuant ~~of the Bookrunners have performed, and expect in the future~~ to ~~perform, commercial lending services, for~~ the ~~Operating~~Securities ~~Partnership~~Act ~~and~~of ~~its affiliates from time to time~~1933.

~~The~~ITEM Bonds were issued pursuant to an English law-governed trust deed (the “Trust Deed”), dated the Issue Date, by and among the Issuer, the Operating Partnership and BNY Mellon Corporate Trustee Services Limited, as trustee8. ~~For a description of the material terms of the Trust Deed and the Bonds, see the information set forth below under Item 2.03, which is incorporated into this Item 1.~~01~~. A~~ ~~copy~~Other ~~of the Trust Deed is attached hereto as Exhibit 4~~Events.1 and is incorporated herein by reference. The Issuer and the Operating Partnership have also entered into a paying, transfer and exchange agency agreement (the “Agency Agreement”), dated the Issue Date, with the Trustee, The Bank of New York Mellon, London Branch (the “Principal Paying, Transfer and Exchange Agent”) as principal paying, transfer and exchange agent and The Bank of New York Mellon SA/NV, Dublin Branch as registrar.

~~The~~On ~~Bonds~~September ~~have~~23, ~~not been~~2024, ~~and~~the ~~will~~Operating ~~not~~Partnership ~~be,~~entered ~~registered under~~into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities ~~Act~~Corp., orCitigroup ~~applicable~~Global ~~state~~Markets orInc., ~~other~~PNC ~~securities~~Capital ~~laws~~Markets LLC and ~~may~~US ~~not~~Bancorp beInvestments, ~~offered~~Inc., oras ~~sold~~representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the ~~United~~public ~~States~~offering orof to$1,000,000,000 aggregate orprincipal ~~for~~ amount of the ~~account~~Operating orPartnership’s ~~benefit~~4.750% ~~of,~~notes Udue 2034 (the “Notes”).S. ~~persons~~The ~~absent~~Underwriting ~~registration~~Agreement contains orrepresentations anand ~~applicable~~warranties ~~exemption~~and ~~from~~covenants ~~registration~~that ~~requirements~~are customary for transactions of this type. ~~This~~ ~~Current~~In addition, the Operating Partnership ~~Report~~has agreed to indemnify the Underwriters against certain liabilities on ~~Form 8-K~~customary isterms. ~~not~~The Underwriters have performed, and ~~should~~expect ~~not~~in the befuture ~~construed~~to asperform, aninvestment ~~offering~~banking and advisory services for which they have received, and may continue to receive, customary fees and expenses, and affiliates of the ~~Bonds~~Underwriters have performed, and expect in the future to perform, commercial lending services, for the Operating Partnership and its affiliates from time to time.

~~ITEM~~The ~~2.03~~Notes ~~Creation~~were issued on September 26, 2024 pursuant to the Operating Partnership’s Indenture (the “Base Indenture”), dated as of aNovember ~~Direct~~26, ~~Financial~~1996, ~~Obligation~~between orthe anOperating ~~Obligation~~Partnership ~~under~~and anThe ~~Off~~Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee (the “Trustee”), as amended and supplemented by the Forty-~~Balance~~Sixth ~~Sheet~~Supplemental ~~Arrangement~~Indenture, dated as of aSeptember ~~Registrant~~26, 2024 (the “Forty-Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Operating Partnership and the Trustee, setting forth the terms of the Notes.

The ~~Bonds~~Notes bear interest at a rate of 34.50750% per annum and mature on ~~November~~September 1426, ~~2026~~2034. ~~(the~~Interest ~~“Final~~on ~~Maturity~~the ~~Date”). Interest~~Notes is payable semi-annually in arrears on ~~May 14~~March 26 and ~~November~~September ~~14 of each year~~26, beginning ~~May~~March 1426, ~~2024~~2025 (each, an “Interest Payment Date”). ~~For~~ soInterest ~~long~~will asbe ~~the Bond~~paid isto ~~held~~holders ~~through~~of ~~the~~record ~~facilities~~ of ~~Euroclear~~such ~~Bank~~Notes ~~SA/NV~~registered ~~and~~at ~~Clearstream Banking S.A., interest will be paid to~~ the ~~holders~~close of ~~record~~business on the ~~business~~fifteenth calendar day ~~immediately~~ preceding ~~such~~the related Interest Payment Date.

At The Operating Partnership may redeem the Notes at its option at any time, onin whole or ~~after~~from ~~December~~time 25to time in part, ~~2023~~on upnot toless (than 10 and ~~including)~~not ~~the~~more ~~10th~~than ~~Paris~~60 ~~business~~days’ ~~day~~ prior written notice mailed to the ~~Final~~holders ~~Maturity~~of ~~Date~~the ~~or,~~Notes into ~~the~~be ~~case of~~redeemed. anThe ~~early~~Notes ~~redemption~~will be redeemable at a price equal to the ~~option~~principal amount of ~~the~~such ~~Issuer~~Notes being redeemed, upplus unpaid interest accrued to, ~~(and~~but not including), the ~~10th~~date of redemption and a “make-whole” premium calculated under the Forty-Sixth Supplemental Indenture with respect to the Notes (unless the Notes are redeemed on or after June 26, 2034, in which case no “make-whole” premium will be payable).

~~Paris~~The ~~business~~Notes ~~day~~will ~~prior~~be subject to ~~the~~customary ~~specified~~events ~~date~~ of ~~redemption~~default, ~~subject~~ asincluding, ~~further~~among ~~described~~other inthings, ~~the~~nonpayment, ~~terms~~failure ~~and~~to ~~conditions~~comply ofwith the ~~Bonds~~other ~~set~~agreements ~~out~~ in ~~Schedule 1 to~~ the ~~Trust Deed (the “Conditions”),~~ ~~each~~Indenture ~~Bond~~for ~~will~~a beperiod ~~exchangeable~~of ~~into~~90 ~~shares~~days ofafter ~~Klépierre~~notice, ~~S.A.~~and atcertain ~~the~~events ~~option~~ of ~~the~~bankruptcy, ~~Bondholder~~insolvency ~~(the~~and ~~“Exchange Right”)~~reorganization.

The ~~reference~~foregoing ~~share~~descriptions are ~~price~~qualified ~~has~~in ~~been~~their ~~set~~entirety atby ~~€22.6743, which~~the isUnderwriting ~~equal~~Agreement toand the ~~volume~~Forty-~~weighted~~Sixth ~~average~~Supplemental ~~price~~Indenture of(including the ~~Klépierre~~forms ~~S.A.’s~~of ~~shares on Euronext Paris between the opening~~notes ~~and~~attached ~~closing~~thereto) ofwhich ~~trading~~are onfiled ~~November~~as 7,Exhibits ~~2023~~1.1 ~~The~~and ~~initial~~4.1 ~~exchange~~to ~~price~~this ofCurrent ~~the~~Report ~~Bonds~~on ~~was~~Form ~~set~~8-K, ~~at €27.2092~~respectively, ~~which~~and ~~represents~~are aincorporated ~~20%~~by ~~premium above the~~ reference ~~share price~~ herein. The ~~initial~~Form ~~exchange~~of ~~property~~Notes ~~underlying~~is ~~the~~filed ~~Bonds~~as ~~equals~~Exhibit ~~approximately 27~~4.62 ~~million~~to ~~shares,~~this ~~representing 9.6%~~Current ofReport ~~Klépierre~~on ~~S.A.’s~~Form ~~issued~~8-K ~~share~~and ~~capital.~~is ~~Upon~~incorporated ~~delivery of an exchange notice~~ by areference ~~Bondholder,~~herein. ~~the~~A ~~Issuer~~copy ~~may elect~~of tothe ~~pay~~Underwriting aAgreement ~~cash~~is ~~alternative~~attached ~~amount~~hereto ~~instead~~as ofExhibit ~~delivering~~1.1 ~~some~~and ora ~~all~~copy of the ~~relevant~~Forty-Sixth ~~exchange~~Supplemental ~~property~~Indenture ~~per~~is ~~Bond~~attached hereto as Exhibit 4.1.

The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at their principal amount (together with accrued and unpaid interest to, but excluding, the relevant early redemption date): (i) in the event of an Offer, a compulsory acquisition procedure or Scheme of Arrangement relating to the Predominant Equity Share Capital (each as defined in the Conditions) where the Consideration (as defined in the Conditions) consists wholly of cash, at any time during a certain period following the effectiveness of the Offer or the receipt of the relevant consideration; or (ii) if less than 85% in principal amount of the Bonds originally issued remain outstanding following exercise of Exchange Rights, redemptions and/or repurchases, as further described in the Conditions.

Each Bondholder shall have the right to require the Issuer to redeem its Bond at the principal amount plus accrued and unpaid interest to (but excluding) the date fixed for redemption (if any) upon the occurrence of a Delisting Event, a Free Float Event or a Take-over Event (each as defined in the Conditions).

The Bonds will be subject to customary events of default, including, among other things, nonpayment, failure to comply with the covenants in the Trust Deed (including the Guarantee) for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.

Application will be made for the Bonds to be admitted to trading on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange or another internationally recognized, regularly operating, regulated or non-regulated stock exchange or securities market, no later than 90 days after the Issue Date.

The Issuer, the Operating Partnership and the Operating Partnership’s subsidiaries have agreed to a 90-day lock-up in respect of the Klépierre S.A. shares and relevant related securities commencing on the Issue Date, subject to customary exceptions and waiver by the Joint Global Coordinators.

The description set forth above is qualified in its entirety by the Trust Deed (including the form of the Bond attached thereto).

ITEM 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
Exhibit 4.1		Trust Deed constituting €750,000,000 3.50 per cent. Guaranteed Exchangeable Bonds due 2026 exchangeable initially into ordinary shares of Klépierre S.A., dated November 14, 2023, between Simon Global Development B.V., Simon Property Group, L.P. and BNY Mellon Corporate Trustee Services Limited, as trustee
Exhibit 1.1		Underwriting Agreement, dated September 23, 2024, among Simon Property Group, L.P. and BNP Paribas Securities Corp., Citigroup Global Markets Inc., PNC Capital Markets LLC and US Bancorp Investments, Inc., as representatives of the underwriters named therein.
Exhibit 4.2		Form of €750,000,000 aggregate principal amount of 3.50% Guaranteed Exchangeable Bonds due 2026 (included in Exhibit 4.1 hereto).
Exhibit 4.1		Forty-Sixth Supplemental Indenture, dated as of September 26, 2024, to the Indenture dated as of November 26, 1996 between Simon Property Group, L.P. and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as Trustee.
Exhibit 4.2		Form of $1,000,000,000 aggregate principal amount of 4.750% Notes due 2034 (included in Exhibit 4.1 hereto).
Exhibit 5.1		Opinion of Latham & Watkins LLP.
Exhibit 23.1		Consent of Latham & Watkins LLP (contained in Exhibit 5.1 hereto).
Exhibit 99.1		Pricing Press Release, dated September 23, 2024, issued by Simon Property Group, Inc.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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:September ~~November 14~~26, ~~2023~~2024

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

Filing Compare · SIMON PROPERTY GROUP L P