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):  March 8, 2012

 

SIMON PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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:

 

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

 

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

 

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

 

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

 

 

 

ITEM 1.01  Entry into a Material Definitive Agreement.

 

On March 8, 2012, Simon Property Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Simon Property Group, L.P. (the “Operating Partnership”), J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the public offering of up to 9,775,000 shares of the Company’s common stock (the “Shares”).  The offering of the Shares closed on March 14, 2012.

 

The offering of the Shares was made pursuant to the Registration Statement on Form S-3 (Registration No. 333-179874), the prospectus dated March 2, 2012, and the related prospectus supplement dated March 8, 2012.

 

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

 

ITEM 9.01  Financial Statements and Exhibits.

 

Exhibit No.		Description
Exhibit 1.1		Underwriting Agreement, dated as of March 8, 2012, among Simon Property Group, Inc., Simon Property Group, L.P., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co.
Exhibit 5.1		Opinion of Faegre Baker Daniels LLP.
Exhibit 8.1		Opinion of Faegre Baker Daniels LLP regarding tax matters.
Exhibit 23.1		Consent of Faegre Baker Daniels LLP (contained in Exhibits 5.1 and 8.1 hereto).

 

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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 14, 2012

 

	SIMON PROPERTY GROUP, INC.
	By:	/s/ Steven K. Broadwater
		Steven K. Broadwater
		Senior Vice President and
		Chief Accounting Officer

 

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