Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Partnership Merger pursuant to the terms of the
Amended and Restated Merger Agreement, (i) each unit of partnership interest in
the
At the effective time of the REIT Merger, (i) each share of common stock,
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
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.
In connection with the closing of the Mergers, TCO notified the
On
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the effective time of the REIT Merger, (i) each share of TCO Common Stock was cancelled and converted into the right to receive the Common Stock Merger Consideration; and (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:
• 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 (A) with respect 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;
• 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
(each a "TCO DER") was treated in the same manner as the outstanding TCO RSU or TCO PSU to which such TCO DER relates.
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.
Further, immediately prior to the effective time of the REIT Merger, TCO 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
Item 5.01 Changes in 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
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,
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
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
2.1 Amended and Restated Agreement and Plan of Merger, dated as ofNovember 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 filedNovember 16, 2020 ) 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, datedDecember 29, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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