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Exhibit 1.2
SIMON PROPERTY GROUP, L.P.
(a Delaware limited partnership)
Debt Securities
TERMS AGREEMENT
February 4, 1999
To: Simon Property Group, L.P.
National City Center
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We understand that Simon Property Group, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes to issue and sell
$300,000,000 aggregate principal amount of its 6.750% Notes due February 9, 2004
and $300,000,000 aggregate principal amount of its 7.125% Notes due February 9,
2009 (together, 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.
Principal Amount of Principal Amount of
Underwriter 6.750% Notes due 2004 7.125% Notes due 2009
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated .................................. $153,000,000 153,000,000
Chase Securities Inc. .............................. 21,000,000 21,000,000
Xxxxxx Brothers Inc. ............................... 21,000,000 21,000,000
X.X. Xxxxxx Securities Inc. ........................ 21,000,000 21,000,000
Xxxxxx Xxxxxxx & Co. Incorporated .................. 21,000,000 21,000,000
NationsBanc Xxxxxxxxxx Securities LLC .............. 21,000,000 21,000,000
Xxxxxxx Xxxxx Xxxxxx Inc. .......................... 21,000,000 21,000,000
Warburg Dillon Road LLC ............................ 21,000,000 21,000,000
------------ ------------
Total ......................................... $300,000,000 $300,000,000
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The Underwritten Securities shall have the following terms:
Title:
6.750% Notes Due February 9, 2004 (the "2004 Notes")
7.125% Notes Due February 9, 2009 (the "2009 Notes")
Rank:
The Underwritten Securities will rank pari passu with each other and with all
other unsecured and unsubordinated indebtedness of the Operating Partnership
except that the Underwritten Securities will be effectively subordinated to
(i) the prior claims of each secured mortgage lender to any specific Portfolio
Property which secures such lender's mortgage and (ii) any claims of creditors
of entities wholly or partially owned, directly or indirectly, by the
Operating Partnership.
Ratings:
Baa1 by Xxxxx'x Investor Service
BBB+ by Standard & Poor's
Aggregate principal amount:
$300,000,000 of 2004 Notes
$300,000,000 of 2009 Notes
Currency of payment:
U.S. Dollars
Interest rate or formula:
2004 Notes: 6.750% payable semi-annually in arrears
2009 Notes: 7.125% payable semi-annually in arrears
Interest payment dates:
Each February 9 and August 9, commencing August 9, 1999
Regular Record Dates:
Each February 1 and August 1
Stated maturity date:
2004 Notes: February 9, 2004
2009 Notes: February 9, 2009
Redemption provisions:
The Underwritten Securities are redeemable 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.
Sinking fund requirements:
None
Conversion provisions:
None
Listing requirements:
None
Black-out provisions:
None
Guarantee:
None
Initial public offering price:
2004 Notes: 99.72800% of the principal amount
2009 Notes: 99.52100% of the principal amount
Purchase price:
2004 Notes: 99.12800% of the principal amount (payable in same day funds)
2009 Notes: 98.87100% of the principal amount (payable in same day funds)
Lock-Up Provisions:
None
Other terms and conditions:
The Underwritten Securities shall be in the form of Exhibits A and B to the
Seventh Supplemental Indenture, dated as of the closing date, between the
Operating Partnership and The Chase Manhattan Bank.
Closing date and location:
February 9, 1999 at the offices of Xxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
All of the provisions contained in the document attached as Annex I hereto
entitles "SIMON PROPERTY GROUP, L.P. Debt 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 or as defined in the
Prospectus, dated October 15, 1997 of the Operating Partnership or the
Prospectus Supplement thereto dated the date first written above.
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Please accept this offer no later than 4:30 P.M. (New York City time) on
February 4, 1999 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
Title: Authorized Signatory
Acting on behalf of itself and the other named Underwriters.
Accepted:
SIMON PROPERTY GROUP, L.P.
By: Simon Property Group, Inc.
Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer
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