Simon Property Group, L.P. entered into a definitive agreement to acquire Taubman Centers, Inc. (NYSE:TCO) for $3.2 billion on February 9, 2020. Simon Property Group, L.P. entered into an amended definitive agreement to acquire Taubman Centers, Inc. (NYSE:TCO) for $2.6 billion on November 14, 2020. Pursuant to the terms and conditions in the merger agreement, at the effective time of the REIT (i) each share of common stock, of TCO issued and outstanding immediately prior to the REIT Merger Effective Time will be converted into the right to receive $52.50 in cash; and (ii) each share of Series B Non-Participating Convertible Preferred Stock, of TCO (the “TCO Series B Preferred Stock”) will be converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000. The Taubman family will sell approximately one-third of its ownership interest in The Taubman Realty Group Limited Partnership at the transaction price and remain a 20% partner in Taubman Realty Group. Pursuant to the amended terms (i) each share of common stock, of TCO issued and outstanding immediately prior to the REIT Merger Effective Time will be converted into the right to receive $43 in cash; and (ii) each share of Series B Non-Participating Convertible Preferred Stock, of TCO (the "TCO Series B Preferred Stock") will be converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000. In a related transaction, the Taubman family has executed a voting agreement in support of the transaction. Simon expects to fund the consideration with existing liquidity, including proceeds from recent completed offering. For the first 45 days following the signing of the merger agreement, Taubman Centers, Inc. will be permitted for a go-shop provision and will result in going private transaction. In the event of termination, TRG will be liable to pay a termination of fee of $46.6 million if such termination occurs during the Go-Shop period and $111.85 million, which is approximately 3% of the value of Taubman’s equity to be acquired by Simon in the transactions if such termination occurs after the conclusion of the Go-Shop period. TRG will continue to be managed by its existing executive team, under the leadership of Taubman Centers’ Chairman, President and Chief Executive Officer, Robert S. Taubman, in partnership with Simon Property Group. Post-closing, people, processes and organizational structure, including management team expected to remain similar. The new TRG Board to be comprised of three Simon designees and three Taubman designees. The transaction is subject to two-thirds of the outstanding Taubman voting stock, a majority of the outstanding Taubman voting stock not held by the Taubman family, listing of Simon Property Group, L.P.’s shares, and customary closing conditions. The transaction does not require approval from Simon shareholders. Taubman Centers has also agreed to seek to obtain certain third-party consents prior to the closing, and if such consents are not obtained or the need for such consents is not otherwise removed, the Simon Parties are not obligated to close until after July 9, 2020. The transaction has been unanimously recommended by a Special Committee of independent directors of Taubman and approved unanimously by the Boards of Directors of both companies. Taubman’s shareholders meeting is scheduled on June 25, 2020 and Board of Taubman recommends the shareholders to vote in favor of the transaction. The shareholders of Taubman Centers approve the transaction at the special meeting held on June 25, 2020. The shareholder approval satisfies the final condition precedent to the closing of the Transactions. Taubman continues to believe that Simon's purported termination of the merger agreement is invalid and without merit, and that Simon continues to be bound to the Merger Agreement and to consummate the transaction. Taubman filed an answer and counterclaim in the lawsuit, rejecting Simon's allegations and seeking specific performance of Simon's obligations under the merger agreement, including Simon's obligation to consummate the transaction, as well as other relief. As on June 10, 2020. Simon terminated the merger agreement, which was based on two separate and independent grounds. First, the COVID-19 pandemic has had a uniquely material and disproportionate effect on Taubman compared with other participants in the retail real estate industry. Second, in the wake of the pandemic, Taubman has breached its obligations, which are conditions to closing, relating to the operation of its business. In particular, Taubman has failed to take steps to mitigate the impact of the pandemic as others in the industry have, including by not making essential cuts in operating expenses and capital expenditures. In addition, Taubman has breached its obligation to operate its business in the ordinary course. Simon also filed an action in the Circuit Court for the 6th Judicial Circuit of Oakland County, Michigan against Taubman Centers, Inc. and The Taubman Realty Group Limited Partnership requesting a declaration that Taubman has suffered a Material Adverse Event under the merger agreement and has breached the covenants in the merger agreement governing the operation of Taubman's business. On June 17, 2020, the Taubman filed with the Court a Motion for Expedited Proceedings while Simon Parties expect to file a response to this motion on June 22, 2020. Simon will not proceed to consummate the Mergers even if Taubman shareholder approval is received. As of November 14, 2020, the Boards of Directors of Simon and Taubman, including the Special Committee of independent directors of Taubman, have unanimously approved the terms of the amended transaction. The transaction is expected to close in mid of 2020. As of May 27, the transaction is expected to close in the second or third quarter of 2020. As of November 14, 2020, the transaction is expected to close in late 2020 or early 2021. The transaction is expected to close on June 30, 2020. The transaction is expected to be at least 3% accretive to Simon’s Funds from Operations (FFO) per share on an annualized basis, beginning immediately upon consummation of the transaction. BofA Securities is acting as financial advisor and Robert Schumer, Michael Vogel, Caith Kushner, John Kennedy, Patricia Vaz de Almeida, Jonathan Kanter, Lewis Clayton, Andrew Finch, David Sicular, Lindsay Parks, Scott Sontag, Salvatore Gogliormella, Lawrence Witdorchic, Reuven Falik, Alan Halperin, Marta Kelly and Yuni Sobel of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Julian Kleindorfer, Mark Gerstein, Jason Morelli, Ana O’Brien, David Taub, Michelle Carpenter, Robert Buday, Jeffrey Tochner, and Sara Orr of Latham & Watkins LLP are acting as legal advisors to Simon Property Group. Goldman Sachs & Co. LLC is acting as financial advisor and Adam O. Emmerich, Robin Panovka, Oliver J. Board and Viktor Sapezhnikov of Wachtell, Lipton, Rosen & Katz and Joseph Aviv, Michael S. Ben, Martin L. Katz, Joel M. Krugel, Bruce L. Segal, Shawn A. Strand, and Gabrielle Sims White of Honigman LLP are acting as legal advisors to Taubman. Lazard acted as independent financial advisor while Eric Schiele, Michael P. Brueck, Marshall P. Shaffer, David Fox, David Perechocky, Mike Beinus, Meredith Levy, Michael Krasnovsky, Julia Petty, Ross Leff, Ellen Jakovic, Jeff Ayer, Sandra C. Goldstein, Stefan Atkinson and John P. Del Monaco of Kirkland & Ellis LLP acted as independent legal advisors for the Special Committee of the Board of Directors of Taubman. Special committee formed by Taubman Centers received fairness opinion by Lazard Frères & Co. Citigroup acted as a financial advisor to Simon Property Group, L.P. Innisfree M&A Incorporated acted as information agent for Taubman. Simon Property Group, L.P. completed the acquisition of Taubman Centers, Inc. (NYSE:TCO) on December 29, 2020. Each of TCO's directors and officers ceased to be the directors and officers of TCO. Evercore Group, L.L.C. acted as financial advisor for Simon.