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): December 2829, 2020

TAUBMAN CENTERS, INC.

(Silver Merger Sub 1, LLC, as successor by merger to Taubman Centers, Inc.)

(Exact Name of Registrant as Specified in its Charter)

Michigan

(State of Other Jurisdiction of Incorporation)

001-11530		38-2033632
1-11530	38-2033632
(Commission File Number)	(I.R.S. Employer Identification No.)	~~(I.R.S. Employer Identification No.)~~
200 East Long Lake Road
c/o 225 West Washington Street
Suite 300
Indianapolis, Indiana	46204
Bloomfield Hills, Michigan		48304-2324
(Address of Principal Executive Office)	(Zip Code)
(Address of Principal Executive Office)		(Zip Code)
Registrant’s Telephone Number, Including Area Code:		(248)	258-6800

~~None~~Registrant’s Telephone Number, Including Area Code: (317) 636-1600

200 East Long Lake Road

Suite 300

Bloomfield Hills, Michigan 48304

(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 (See General Instruction A.2. below):

☐ 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~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

	Trading	Name of each exchange
Title of each class	Symbol	on which registered
Common Stock, $0.01 Par Value	TCO	New York Stock Exchange
6.5% Series J Cumulative Redeemable Preferred Stock, No Par Value	TCO PR J	New York Stock Exchange
6.25% Series K Cumulative Redeemable Preferred Stock, No Par Value	TCO PR K	New York Stock Exchange

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

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~Sec.230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR ~~(Sec.~~240.~~12b~~13e-~~2 of this chapter~~4(c).)

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~~Introductory 5Note.~~07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~

OnThis ~~December~~Current ~~28,~~Report ~~2020,~~on ~~Taubman~~Form 8-K ~~Centers,~~is ~~Inc.~~being ~~(“TCO”~~filed orin connection with the ~~“Company”)~~closing ~~held~~on aDecember ~~special~~29, ~~meeting~~2020 of ~~shareholders (~~the ~~“Special~~transactions ~~Meeting”)~~contemplated toby ~~consider~~that certain ~~proposals related to the~~ Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020 (the “Amended and Restated Merger Agreement”), by and among ~~the~~Taubman ~~Company~~Centers, Inc., a Michigan corporation (“TCO”), The Taubman Realty Group Limited Partnership, a Delaware limited partnership (the “Taubman Operating Partnership”, and, together with ~~the Company~~TCO, the “Taubman Parties”), Simon Property Group, Inc., a Delaware corporation (“Simon”), Simon Property Group, L.P., a Delaware limited partnership (the “Simon Operating Partnership”), Silver Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Simon Operating Partnership (“Merger Sub 1”), and Silver Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub 1 (“Merger Sub 2” and, together with Simon, the Simon Operating Partnership and Merger Sub 1, the “Simon Parties”), ~~which~~pursuant ~~provides, subject~~ to ~~the~~which ~~satisfaction or waiver of certain conditions, that~~ Merger Sub 2 ~~will be~~ merged with and into the Taubman Operating Partnership (the “Partnership Merger”) and ~~the~~TCO ~~Company will be~~ merged with and into Merger Sub 1 (the “REIT Merger” ~~and~~), ~~together~~ with the Taubman Operating Partnership and Merger, Sub 1 continuing as the surviving entities (the “Mergers”).

AsItem ~~of December 15, 2020, the record date for the Special Meeting, there were 61,725,350 shares of the Company’s common stock, par value $0~~2.01 Completion ~~per share (the “Taubman common stock”), and 25,979,064 shares~~ of ~~the~~Acquisition ~~Company’s~~or ~~Series~~Disposition B Non-Participating Convertible Preferred Stock, par value $0.001 per share (the “Taubman Series B preferred stock” and together with the Taubman common stock, the “Taubman voting stock”) outstanding. At the Special Meeting, a total of ~~70,332,906 shares of Taubman voting stock, representing approximately 80~~Assets.~~19% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.~~

AtOn ~~the~~December ~~Special~~29, ~~Meeting~~2020, the Taubman Parties and the Simon Parties completed the previously announced Mergers contemplated by the Amended and Restated Merger Agreement. Immediately following ~~proposals~~the ~~were~~Partnership ~~considered:~~Merger, the surviving Taubman Operating Partnership was converted (the “Conversion”) into a Delaware limited liability company (the “Joint Venture”).

At the effective time of the Partnership Merger pursuant to the terms of the Amended and Restated Merger Agreement, (1i) each unit of partnership interest in the Taubman Operating Partnership (each, a “Taubman OP Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time held by a limited partner of the Taubman Operating Partnership who is not a member of the Taubman Family (defined as the “Taubman Family” in the Amended and Restated Merger Agreement) ~~Proposal.~~(the ~~The~~“Minority ~~proposal~~Partners”) was converted into the right to ~~adopt~~receive, ~~and~~at ~~approve~~the election of such Minority Partner, the Common Stock Merger ~~Agreement~~Consideration (as defined below) or 0.5703 limited partnership units in the Simon Operating Partnership; (ii) certain Taubman OP Units held by members of the Taubman Family remain outstanding as units of partnership interest in the Surviving Taubman Operating Partnership; and (iii) all other Taubman OP Units held by a member of the ~~Mergers~~Taubman Family were converted into the right to receive the Common Stock Merger Consideration.

At the effective time of the REIT Merger, (i) each share of common stock, $0.01 par value per share, of TCO (the “TCO Common Stock”) was cancelled and converted into the right to receive $43.00 in cash (the “Common Stock Merger Consideration”); and (ii) each share of Series B Non-Participating Convertible Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”), of TCO was cancelled and converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000.

The description of the Amended and Restated Merger Agreement and related transactions (including, without limitation, the Mergers) in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Amended and Restated Merger Agreement, which is attached as Exhibit 2.1 to TCO’s Current Report on Form 8-K filed with the SEC on November 16, 2020 and incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~(2)~~In ~~Advisory~~connection ~~Compensation~~with ~~Proposal.~~the ~~The~~closing ~~non-binding~~of the Mergers, ~~advisory~~TCO ~~proposal~~notified tothe ~~approve~~New ~~compensation~~York Stock Exchange (“NYSE”) that, ~~may~~effective ~~become~~upon ~~payable~~the toconsummation of the ~~named~~REIT Merger, ~~executive~~each ~~officers~~outstanding share of TCO Common Stock was converted into the ~~Company~~right to receive the Common Stock Merger Consideration in ~~connection~~accordance with the ~~Mergers~~terms of the Amended and Restated Merger Agreement.

~~(3)~~Further, ~~Adjournment~~immediately ~~Proposal.~~prior ~~The~~to ~~proposal~~the toeffective ~~approve~~time anof ~~adjournment~~the REIT Merger, TCO issued notices of redemption and irrevocably deposited in trust the ~~Special~~funds ~~Meeting~~to pay the redemption price for each share of Series J Cumulative Redeemable Preferred Stock, ~~even~~no ifpar avalue, ~~quorum~~of isTCO ~~present~~(“Series J Preferred Stock”) and each share of Series K Cumulative Redeemable Preferred Stock, ifno ~~necessary~~par orvalue, ~~appropriate~~of TCO (“Series K Preferred Stock”), toat ~~solicit~~their ~~additional~~respective ~~proxies~~liquidation ifpreference ~~there~~of ~~are~~$25.00 ~~insufficient~~plus ~~votes~~all ataccumulated and unpaid dividends to, but not including, the ~~time~~redemption date of such share. The redemption date for the ~~Special~~Series ~~Meeting~~J toPreferred ~~adopt~~Stock and the ~~Merger~~Series ~~Agreement~~K ~~Proposal~~Preferred Stock will be January 28, 2021.

~~For~~On ~~more~~December ~~information~~29, 2020, the NYSE filed a notification on ~~each~~Form 25 with the SEC to request removal of ~~these~~the ~~proposals~~TCO Common Stock, ~~see~~Series ~~the~~J ~~Company’s~~Preferred ~~definitive~~Stock ~~proxy~~and ~~statement~~Series K ~~filed~~Preferred ~~with~~Stock from listing on the ~~U.S.~~NYSE and from registration under Section 12(b) of the Securities ~~and~~Exchange Act of 1934 (the “Exchange ~~Commission~~Act”). TCO intends to file as promptly as practicable with the SEC a certification on Form 15 under the ~~December~~ Exchange 4,Act ~~2020~~requesting the termination of the registration of the TCO Common Stock under Section 12(g) of the Exchange Act and the suspension of TCO’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Adoption~~Item ~~of the Merger Agreement Proposal required the affirmative vote of (i) at least two-thirds of the outstanding shares of Taubman voting stock~~3.03 Material entitled to vote thereon (voting together as a single class), (ii) at least a majority of Taubman Series B preferred stock entitled to vote thereon, and (iii) at least a majority of the outstanding shares of Taubman voting stock entitled to vote thereon (voting together as a single class), but excluding the outstanding shares of Taubman voting stock owned of record or beneficially by Robert S. Taubman (“R. Taubman”), the Company’s Chairman, President and Chief Executive Officer, William S. Taubman (“W. Taubman”), the Company’s Chief Operating Officer, and certain entities and trusts affiliated with R. Taubman, with W. Taubman, or with other members of their immediate family (collectively, the “Taubman family members”). Adoption of ~~the~~Modification ~~Advisory Compensation Proposal required the affirmative vote of two-thirds of the outstanding shares of Taubman voting stock entitled~~ to ~~vote~~Rights ~~thereon (voting as a single class). Adoption~~ of ~~the~~Security ~~Adjournment Proposal required the affirmative votes of the majority of Taubman voting stock entitled to vote thereon~~Holders.

~~Each~~The ofinformation ~~the~~set ~~three~~forth ~~proposals~~in ~~was~~the ~~approved~~Introductory byNote, ~~the~~Item ~~requisite~~2.01 ~~vote~~and Item 5.03 of ~~the~~this ~~Company’s~~Current ~~shareholders. The~~Report ~~final~~on ~~voting~~Form ~~results~~8-K ~~for~~is ~~each~~incorporated ~~proposal~~herein ~~are~~by ~~described below~~reference.

At the effective time of the REIT Merger, (1i) each share of TCO Common Stock was cancelled and converted into the right to receive the Common Stock Merger Consideration; ~~Agreement~~and ~~Proposal~~(ii) each share of Series B Preferred Stock was cancelled and converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000. In addition, at the effective time of the REIT Merger:

The total number of shares of the Taubman voting stock entitled to vote on the Merger Agreement Proposal were voted as follows:
	For	Against	Abstain
	70,220,862	5,271	106,773
The total number of shares of the Taubman Series B preferred stock entitled to vote on the Merger Agreement Proposal were voted as follows:
	For	Against	Abstain
	24,238,110	0	0
The total number of shares of the Taubman voting stock entitled to vote on the Merger Agreement Proposal, excluding the shares of Taubman voting stock owned of record or beneficially by the Taubman family members were voted as follows:
	For	Against	Abstain
	44,309,103	5,271	106,773

•

each outstanding restricted stock unit award of TCO (each, a “TCO RSU”) and each outstanding performance stock unit award (each, a “TCO PSU”) granted under the Taubman Stock Plans (defined as the “Titanium Stock Plans” in the Amended and Restated Merger Agreement) that vested in accordance with its terms in connection with the closing of the Mergers were automatically converted into the right to receive the Common Stock Merger Consideration;

• each outstanding TCO RSU and TCO PSU that was not eligible to vest in accordance with its terms at the REIT Merger Effective Time was converted into a cash substitute award to be paid (2A) ~~Advisory~~with ~~Compensation~~respect ~~Proposal:~~to any such award granted prior to 2020, in accordance with the same service-vesting schedule that applied to the original TCO RSU or TCO PSU award and (B) with respect to any such award granted in 2020, in accordance with the same vesting schedule (including performance-vesting conditions) that applied to the original TCO RSU or TCO PSU award;

	For		Against		Abstain
	68,348,971		1,835,516		148,419

•	each outstanding share of deferred TCO Common Stock (each, a “TCO DSU”) granted under the Taubman Stock Plans was converted into the right to receive the Common Stock Merger Consideration; and

• each dividend equivalent right granted in tandem with any TCO RSU or TCO PSU (3each a “TCO DER”) ~~Adjournment~~was ~~Proposal:~~treated in the same manner as the outstanding TCO RSU or TCO PSU to which such TCO DER relates.

	For		Against		Abstain
	66,876,627		3,337,252		119,027

At the effective time of the Conversion, the Option Deferral Agreement (as defined in the Amended and Restated Merger Agreement) was deemed to be amended so that each Option Deferred Unit (as defined in the Amended and Restated Merger Agreement) represents the right to receive one Reorganized Taubman OP Unit (defined as a “Reorganized Titanium OP Unit” in the Amended and Restated Merger Agreement), and remains subject to all other terms and conditions of the Option Deferral Agreement.

~~Because~~Further, immediately prior to the effective time of the REIT Merger, ~~Agreement~~TCO ~~Proposal~~issued ~~was~~notices ~~adopted~~of byredemption and irrevocably deposited in trust the ~~requisite~~funds ~~vote~~to pay the redemption price for each share of Series J Preferred Stock and each share of Series K Preferred Stock, noat ~~adjournment~~their respective liquidation preference of $25.00 plus all accumulated and unpaid dividends to, ~~solicit~~but ~~additional~~not ~~proxies~~including, ~~was~~the ~~necessary~~redemption date of such share. The redemption date for the Series J Preferred Stock and the Series K Preferred Stock will be January 28, 2021.

Item 8 5.01~~. OTHER~~ Changes in ~~EVENTS~~Control of Registrant.

The information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference. On December 2829, 2020, the ~~Company~~Taubman ~~issued~~Parties aand ~~press release (~~the ~~“Press~~Simon ~~Release”)~~Parties ~~announcing~~completed the ~~preliminary~~previously ~~results~~announced Mergers ofcontemplated by the ~~Special~~Amended ~~Meeting.~~and ARestated ~~copy~~Merger ofAgreement, with the ~~press~~ ~~release~~Taubman isOperating ~~attached~~Partnership ~~hereto~~and asMerger ~~Exhibit~~Sub ~~99.~~1 ~~and~~continuing ~~incorporated~~as bythe ~~reference~~surviving ~~herein~~entities.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers

Pursuant to the Amended and Restated Merger Agreement (and not as a result of any disagreement with TCO), at the effective time of the REIT Merger, each of TCO’s directors and officers immediately prior to the effective time of the REIT Merger ceased to be directors and officers of TCO. In accordance with the terms of the Amended and Restated Merger Agreement, immediately following the effective time, the sole managing member of Merger Sub 1, Simon Property Group, L.P., became the sole managing member of the surviving company and (ii) the officers of Merger Sub 1, David Simon, Brian J. McDade and Steven E. Fivel, became the officers of the surviving company.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the REIT Merger, the Restated Articles of Incorporation of TCO and the Amended and Restated By-laws of TCO ceased to be in effect and the Certificate of Formation and Limited Liability Company Agreement of Merger Sub 1, as amended by the Certificate of Amendment, became the Limited Liability Company Agreement of the surviving company, in accordance with the terms of the Amended and Restated Merger Agreement.

Copies of such Certificate of Formation and Limited Liability Company Agreement are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 29, 2020, TCO issued a press release (the “Press Release”) announcing that it had issued notices of redemption and irrevocably deposited in trust the funds to pay the redemption price for each share of Series J Preferred Stock and each share of Series K Preferred Stock, at their respective liquidation preference of $25.00 plus all accumulated and unpaid dividends to, but not including, the redemption date of such share. The redemption date for the Series J Preferred Stock and the Series K Preferred Stock will be January 28, 2021. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description of Exhibit
Exhibit No	Description
99.1		Press Release, dated December 28, 2020.
2.1	Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among the Taubman Parties and the Simon Parties (incorporated by reference to Exhibit 2.1 to TCO’s Current Report on Form 8-K filed November 16, 2020)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
3.1	Certificate of Formation of Silver Merger Sub 1, LLC

3.2	Amended and Restated Limited Liability Company Agreement of Silver Merger Sub 1, LLC

99.1	Press Release, dated December 29, 2020

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date:	December 2829, 2020	~~TAUBMAN~~SILVER ~~CENTERS~~MERGER SUB 1, ~~INC~~LLC, as successor to Taubman Centers, Inc.
		By:	/s/ ~~Simon~~Steven JE. ~~Leopold~~Fivel
			Simon J. Leopold
			Steven E. Fivel
			Executive Vice President and Chief Financial Officer
			General Counsel and Secretary

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