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 614, 2023

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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On November 6 7, 2023, Simon Property Group, ~~Inc~~ L.P. (the “~~Company~~Operating Partnership”), ~~the~~and ~~general~~its ~~partner~~indirect ofwholly-owned subsidiary Simon ~~Property~~Global ~~Group~~Development, LB.PV., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the ~~“Operating~~laws ~~Partnership~~of the Netherlands (the “Issuer”), entered ~~issued~~into a ~~press~~subscription agreement (the “Subscription Agreement”) with J.P. Morgan SE, Barclays Bank Ireland PLC, BNP Paribas, ~~release~~Deutsche ~~announcing~~Bank Aktiengesellschaft and Goldman Sachs Europe SE (J.P. Morgan SE and Barclays Bank Ireland PLC, the ~~terms~~“Joint ofGlobal Coordinators” and, collectively with BNP Paribas, Deutsche Bank Aktiengesellschaft and Goldman Sachs Europe SE, the ~~public~~“Bookrunners”), in connection with the offering of ~~the~~€750.0 ~~senior~~million ~~notes~~aggregate principal amount of the ~~Operating~~Issuer’s ~~Partnership~~3.50% guaranteed exchangeable bonds due 2026 (the “~~Offering~~Bonds”) ~~Press~~to ~~Release~~non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds are exchangeable into ordinary shares of Klépierre S.A., a public ~~described~~limited ~~below~~liability company (société anonyme) incorporated in France and listed on Euronext Paris. AThe ~~copy~~Bonds ofare unsecured and fully and unconditionally guaranteed by the ~~Offering~~Operating ~~Press~~Partnership ~~Release~~(the is“Guarantee”) ~~attached~~pursuant ~~hereto~~to asa ~~Exhibit 99~~New York law-governed guarantee agreement (the “Guarantee Agreement”), dated November 14, 2023 (the “Issue Date”).1.

~~This~~The ~~Item~~Subscription 7Agreement is governed by English law and contains representations and warranties and covenants that are customary for transactions of this type.01 In addition, each of the Issuer and the ~~related~~Operating ~~Exhibit 99~~Partnership has agreed to indemnify the Bookrunners against certain liabilities on customary terms.1 ~~are~~The ~~being~~Bookrunners ~~furnished~~and their affiliates have performed, and ~~shall~~expect ~~not~~in bethe ~~deemed~~future to beperform, ~~“filed”~~investment banking and advisory services for which ~~purposes~~they ofhave ~~the~~received, ~~Securities~~and ~~Exchange~~may ~~Act~~continue to receive, customary fees and expenses, and affiliates of ~~1934~~the orBookrunners ~~incorporated~~have performed, byand ~~reference~~expect ~~into~~in ~~any~~the ~~registration~~future ~~statement~~to ~~pursuant~~perform, tocommercial lending services, for the ~~Securities~~Operating ~~Act~~Partnership ofand ~~1933~~its affiliates from time to time.

~~ITEM~~The 8Bonds 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 trustee. 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 ~~Other~~copy ~~Events~~of the Trust Deed is attached hereto as Exhibit 4.1 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.

OnThe ~~November 6,~~Bonds ~~2023,~~have ~~the~~not ~~Operating~~been, ~~Partnership entered~~and ~~into~~will annot ~~underwriting agreement (the “Underwriting Agreement”) with BofA Securities~~be, ~~Inc.,~~ ~~SG Americas Securities,~~registered ~~LLC,~~under ~~SMBC~~the ~~Nikko~~ Securities ~~America, Inc.~~Act ~~and~~or ~~Wells~~applicable ~~Fargo~~state ~~Securities,~~or ~~LLC,~~other assecurities ~~representatives~~laws ofand ~~the~~may ~~underwriters~~not ~~named~~be ~~therein~~offered ~~(collectively, the~~or ~~“Underwriters”),~~sold in ~~connection with~~ the ~~public~~United ~~offering~~States ofor ~~$500~~to,~~000,000~~ ~~aggregate~~or ~~principal amount of the Operating Partnership’s~~for ~~6.250% notes due 2034 (~~the ~~“2034~~account ~~Notes”)~~or ~~and~~benefit ~~$500,000,000 aggregate principal amount~~ of ~~the Operating Partnership’s 6.650% notes due 2054 (the “2054 Notes” and~~, ~~together with the 2034 Notes, the “Notes”)~~U.S. ~~The~~persons ~~Underwriting~~absent ~~Agreement contains~~registration ~~representations~~or ~~and~~an ~~warranties~~applicable ~~and~~exemption ~~covenants~~from ~~that~~registration ~~are customary for transactions of this type~~requirements. This ~~In addition, the Operating Partnership~~Current ~~has~~Report ~~agreed to indemnify the Underwriters against certain liabilities~~ on ~~customary~~Form 8-K ~~terms.~~is ~~The Underwriters have performed~~not, and ~~expect~~should ~~in the~~not ~~future~~be toconstrued ~~perform~~as, ~~investment~~an ~~banking~~offering ~~and advisory services for which they have received, and may continue to receive, customary fees and expenses, and affiliates~~ of the ~~Underwriters have performed, and expect in the future to perform, commercial lending services, for the Operating Partnership and its affiliates from time to time~~Bonds.

~~The~~ITEM ~~Notes~~2.03 ~~were~~Creation ~~issued on November 9, 2023 pursuant to the Operating Partnership’s Indenture (the “Base Indenture”), dated as~~ of ~~November 26,~~a ~~1996,~~Direct ~~between the~~Financial ~~Operating~~Obligation ~~Partnership~~or ~~and~~an ~~The~~Obligation ~~Bank~~under ofan ~~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~~Off-~~Fifth~~Balance ~~Supplemental~~Sheet ~~Indenture,~~Arrangement ~~dated as~~ of ~~November 9,~~a ~~2023 (the “Forty-Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Operating Partnership and the Trustee, setting forth the terms of the Notes~~Registrant.

The ~~2034~~Bonds ~~Notes~~ bear interest at a rate of 63.~~250~~50% ~~per~~ per annum and mature on ~~January 15~~November 14, ~~2034.~~2026 ~~The~~(the ~~2054~~“Final ~~Notes~~Maturity ~~bear interest at a rate of 6~~Date”).~~650% per annum and mature on January 15, 2054.~~ Interest ~~on the 2034 Notes and the 2054 Notes~~ is payable semi-annually in arrears on ~~January 15~~May 14 and ~~July 15~~November 14 of each year, beginning ~~July 15~~ May 14, 2024 (each, an “Interest Payment Date”). For ~~Interest~~so ~~will~~long beas ~~paid~~the toBond is ~~holders~~held ofthrough ~~record~~the facilities of ~~such~~Euroclear ~~Notes~~Bank ~~registered at~~SA/NV and Clearstream Banking S.A., interest will be paid to the ~~close~~holders of ~~business~~record on the ~~fifteenth~~business ~~calendar~~ day immediately preceding ~~the~~such ~~related~~ Interest Payment Date.

~~The Operating Partnership may redeem the Notes~~At of any ~~series at its option at any~~ time, inon ~~whole~~ or ~~from~~after ~~time~~December ~~to time in part~~25, on2023 ~~not~~up ~~less~~to ~~than 10~~ (and ~~not~~including) ~~more~~the ~~than~~10th 60Paris ~~days’~~business day prior ~~written~~ ~~notice mailed~~ to the ~~holders~~Final ofMaturity ~~the~~Date ~~Notes~~or, toin bethe ~~redeemed. The Notes~~ case of ~~each~~an ~~series~~early ~~will~~redemption ~~be redeemable~~ at ~~a price equal to~~ the ~~principal~~ ~~amount~~option of ~~such~~the ~~Notes being redeemed~~Issuer, ~~plus~~up ~~unpaid interest accrued~~ to, ~~but~~(and ~~not~~ including,) the date of redemption and a “make-whole” premium calculated under the Forty-Fifth Supplemental Indenture with respect to the 2034 Notes and the 2054 Notes (unless the 2034 Notes are redeemed on or after October 15, 2033, or the 2054 Notes are redeemed on or after July 15, 2053, in which case no “make-whole” premium will be payable).10th

~~The~~Paris ~~Notes~~business ~~will~~day beprior ~~subject~~ to ~~customary~~the ~~events~~specified date of ~~default,~~ ~~including~~redemption, subject ~~among~~as ~~other~~further ~~things,~~described ~~nonpayment,~~in ~~failure~~the toterms ~~comply~~and ~~with~~conditions of the ~~other~~Bonds ~~agreements~~set out in ~~the~~Schedule ~~Indenture~~1 ~~for~~to athe ~~period~~Trust ofDeed 90(the ~~days~~“Conditions”), ~~after~~each ~~notice,~~Bond ~~and~~will ~~certain~~be ~~events~~exchangeable into shares of ~~bankruptcy,~~Klépierre ~~insolvency~~S.A. ~~and~~at ~~reorganization~~the option of the Bondholder (the “Exchange Right”).

The ~~foregoing~~reference ~~descriptions~~share ~~are~~price ~~qualified~~has inbeen ~~their entirety~~set byat ~~the~~€22.6743, which ~~Underwriting~~is ~~Agreement~~equal ~~and~~to the ~~Forty~~volume-~~Fifth~~weighted ~~Supplemental~~average ~~Indenture~~price ~~(including~~of the ~~forms~~Klépierre ofS.A.’s ~~notes~~shares ~~attached~~on ~~thereto)~~Euronext ~~which are~~Paris ~~filed~~between asthe ~~Exhibits 1.1~~ opening and ~~4.1~~closing toof ~~this~~trading ~~Current Report~~ on ~~Form 8-K,~~November ~~respectively~~7, ~~and~~2023. ~~are~~The ~~incorporated~~initial byexchange ~~reference~~price ~~herein. The Form~~ of ~~2034~~the ~~Notes~~Bonds iswas ~~filed~~set asat ~~Exhibit 4~~€27.22092, ~~and~~which ~~the~~represents ~~Form of~~a ~~2054~~20% ~~Notes~~premium above isthe ~~filed~~reference asshare ~~Exhibit 4~~price.3 toThe ~~this~~initial ~~Current~~exchange ~~Report on~~property ~~Form 8-K,~~underlying ~~respectively,~~the ~~and~~Bonds ~~are~~equals ~~incorporated~~approximately by27.6 ~~reference~~million ~~herein~~shares, representing 9.6% of Klépierre S.A.’s ~~copy~~issued share capital. Upon delivery of ~~the~~an ~~Underwriting~~exchange ~~Agreement~~notice isby ~~attached~~a ~~hereto~~Bondholder, asthe ~~Exhibit 1.1~~Issuer may elect ~~and~~to pay a ~~copy~~cash alternative amount instead of ~~the~~delivering ~~Forty-Fifth~~some ~~Supplemental~~or ~~Indenture~~all isof ~~attached~~the ~~hereto~~relevant asexchange ~~Exhibit 4~~property per Bond.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 1.1		Underwriting Agreement, dated November 6, 2023, among Simon Property Group, L.P. and BofA Securities, Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.
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 4.1		Forty-Fifth Supplemental Indenture, dated as of November 9, 2023, 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 €750,000,000 aggregate principal amount of 3.50% Guaranteed Exchangeable Bonds due 2026 (included in Exhibit 4.1 hereto).
Exhibit 4.2		Form of $500,000,000 aggregate principal amount of 6.250% Notes due 2034 (included in Exhibit 4.1 hereto).
Exhibit 4.3		Form of $500,000,000 aggregate principal amount of 6.650% Notes due 2054 (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 November 6, 2023, 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: November 9 14, 2023

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

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