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):   November 30, 2017

 

SIMON PROPERTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

001-36110
(Commission
File Number)

 

34-1755769
(IRS Employer
Identification No.)

 

225 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA

(Address of principal executive offices)

 

 

46204
(Zip Code)

 

Registrant’s telephone number, including area code:  (317) 636-1600

 

Not Applicable
(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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

 

o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 o

 

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. o

 

 

 



 

ITEM 8.01 Other Events.

 

Simon Property Group, L.P. is filing as Exhibit 12.1 to this Current Report on Form 8-K a Statement Regarding Computation of Ratio of Earnings to Fixed Charges, which includes the calculation of its historical ratio of earnings to fixed charges for the nine months ended September 30, 2017 and 2016.

 

ITEM 9.01                                  Financial Statements and Exhibits.

 

Exhibit No.

 

Description

 

 

 

Exhibit 12.1

 

Statement Regarding Computation of Ratio of Earnings to Fixed Charges

 

2



 

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 thereunto duly authorized.

 

Date:  November 30, 2017

 

 

SIMON PROPERTY GROUP, L.P.

 

 

 

 

 

By:

Simon Property Group, Inc., its sole General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew A. Juster

 

 

 

Andrew A. Juster

 

 

 

Executive Vice President and Chief Financial Officer

 

3


Exhibit 12.1

 

Simon Property Group, L.P. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

 

Unaudited (in thousands)

 

 

 

For the nine months ended
September 30,

 

 

 

2017

 

2016

 

Earnings:

 

 

 

 

 

Pre-tax income from continuing operations

 

$

1,602,063

 

$

1,707,729

 

Add:

 

 

 

 

 

Distributions from unconsolidated entities

 

270,938

 

239,390

 

Amortization of capitalized interest

 

4,383

 

3,893

 

Fixed Charges

 

762,456

 

683,039

 

Less:

 

 

 

 

 

Income from unconsolidated entities

 

(282,201

)

(323,043

)

Minority interest in pre-tax (income) loss of subsidiaries that have not incurred fixed charges

 

(305

)

(318

)

Interest capitalization

 

(20,460

)

(25,516

)

Earnings

 

$

2,336,874

 

$

2,285,174

 

Fixed Charges:

 

 

 

 

 

Portion of rents representative of the interest factor

 

8,970

 

9,475

 

Interest on indebtedness (including amortization of debt expense)

 

604,408

 

648,048

 

Interest capitalized

 

20,460

 

25,516

 

Loss on extinguishment of debt

 

128,618

 

 

Fixed Charges

 

$

762,456

 

$

683,039

 

Ratio of Earnings to Fixed Charges

 

3.06x

 

3.35x

 

 

For purposes of calculating the ratio of earnings to fixed charges, the term “earnings” is the amount resulting from adding (a) pre-tax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries or income or loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest and (d) distributed income of equity investees, reduced by (a) interest capitalized and (b) the noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges.  “Fixed charges” consist of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness and (c) an estimate of the interest within rental expense.

 

There are generally no restrictions on our ability to receive distributions from our joint ventures where no preference in favor of the other owners of the joint venture exists.