SIMON PROPERTY GROUP, L.P. (NYSE:SPG) Files An 8-K Regulation FD Disclosure

SIMON PROPERTY GROUP, L.P. (NYSE:SPG) Files An 8-K Regulation FD Disclosure

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ITEM 7.01 Regulation FD Disclosure.

On May22, 2017, Simon Property Group,Inc., the general partner of
Simon Property Group, L.P. (the Operating Partnership), issued a
press release announcing the terms of the public offering of the
senior notes of the Operating Partnership described below. A copy
of the press release is attached hereto as Exhibit99.1.

This Item 7.01 and the related Exhibit99.1 are being furnished
and shall not be deemed to be filed for purposes of the
Securities Exchange Act of 1934 or incorporated by reference into
any registration statement to the Securities Act of 1933.

ITEM 8.01 Other Events.

On May22, 2017, the Operating Partnership entered into an
underwriting agreement (the Underwriting Agreement) with Deutsche
Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner Smith Incorporated and Morgan Stanley Co. LLC, as
representatives of the underwriters named therein (collectively,
the Underwriters), in connection with the public offering of
$600,000,000 aggregate principal amount of the Operating
Partnerships 2.625% notes due 2022 (the 2022 Notes) and
$750,000,000 aggregate principal amount of the Operating
Partnerships 3.375% notes due 2027 (the 2027 Notes, and together
with the 2022 Notes, the Notes). The Underwriting Agreement
contains representations and warranties and covenants that are
customary for transactions of this type. In addition, the
Operating Partnership has agreed to indemnify the Underwriters
against certain liabilities on customary terms. The Underwriters
have performed, and expect in the future to perform, investment
banking 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.

The Notes were issued on June1, 2017 to the thirty-sixth
supplemental indenture, dated as of June1, 2017 (the 36th
Supplemental Indenture), to the Operating Partnerships Indenture
(the Base Indenture), dated as of November26, 1996, each between
the Operating Partnership and The Bank of New York Mellon Trust
Company, N.A. (as successor to The Chase Manhattan Bank), as
trustee.

The 2022 Notes bear interest at a rate of 2.625% per annum and
mature on June15, 2022. The 2027 Notes bear interest at a rate of
3.375% per annum and mature on June15, 2027. Interest on the
Notes is payable semi-annually in arrears on June15 and
December15, beginning December15, 2017 (each, an Interest Payment
Date). Interest will be paid to holders of record of such Notes
registered at the close of business on the fifteenth calendar day
preceding the related Interest Payment Date.

The Operating Partnership may redeem the Notes of either series
at its option at any time, in whole or from time to time in part,
on not less than 15 and not more than 45 days prior written
notice mailed to the holders of the Notes to be redeemed. The
Notes of each series will be redeemable at a price equal to the
principal amount of such Notes being redeemed, plus unpaid
interest accrued to, but not including, the date of redemption
and a make-whole premium calculated under the 36th Supplemental
Indenture (unless the 2022 Notes are redeemed on or after
March15, 2022 or the 2027 Notes are redeemed on or after March15,
2027, in which case no make-whole premium will be payable).

The Notes will be subject to customary events of default,
including, among other things, nonpayment, failure to comply with
the other agreements in the Indenture for a period of 90 days
after notice, and certain events of bankruptcy, insolvency and
reorganization.

The foregoing descriptions are qualified in their entirety by the
Underwriting Agreement and the 36th Supplemental Indenture
(including the form of notes attached thereto), respectively. A
copy of the Underwriting Agreement is attached hereto as
Exhibit1.1 and a copy of the 36th Supplemental Indenture is
attached hereto as Exhibit4.1 and each is incorporated herein by
reference.

ITEM 9.01 Financial Statements and
Exhibits.

ExhibitNo.

Description

Exhibit1.1

Underwriting Agreement, dated May22, 2017, among Simon
Property Group, L.P. and Deutsche Bank Securities Inc.,
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner
Smith Incorporated and Morgan Stanley Co. LLC.

Exhibit4.1

Thirty-Sixth Supplemental Indenture, dated as of June1,
2017, to the Indenture dated as of November26, 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.

Exhibit4.2

Formof $600,000,000 aggregate principal amount of 2.625%
Notes due 2022 (included in Exhibit4.1 hereto).

Exhibit4.2

Formof $750,000,000 aggregate principal amount of 3.375%
Notes due 2027 (included in Exhibit4.1 hereto).

Exhibit5.1

Opinion of Sidley Austin LLP.

Exhibit23.1

Consent of Sidley Austin LLP (contained in Exhibit5.1
hereto).

Exhibit99.1

Press Release, dated May22, 2017, issued by Simon
Property Group,Inc.


About SIMON PROPERTY GROUP, L.P. (NYSE:SPG)

Simon Property Group, Inc. is a self-administered and self-managed real estate investment trust (REIT). The Company owns, develops and manages retail real estate properties, which consist primarily of malls, Premium Outlets and The Mills. Simon Property Group, L.P. (Operating Partnership), is the Company’s partnership subsidiary that owns all of its real estate properties and other assets. As of December 31, 2016, the Company owned or held an interest in 206 income-producing properties in the United States, which consisted of 108 malls, 67 Premium Outlets, 14 Mills, four lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. As of December 31, 2016, it had redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at 27 properties in the United States and it had one outlet and one other retail project under development.

SIMON PROPERTY GROUP, L.P. (NYSE:SPG) Recent Trading Information

SIMON PROPERTY GROUP, L.P. (NYSE:SPG) closed its last trading session up +0.51 at 154.76 with 3,560,301 shares trading hands.

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