Dated September 4, 2019

Registration Statement No. 333-223199-01

Relating to

Preliminary Prospectus Supplement Dated September 4, 2019 and

Prospectus dated February 23, 2018



$1,250,000,000 3.250% NOTES DUE 2049



Simon Property Group, L.P.

Legal Format:

SEC Registered

Expected Ratings*:

A2 (stable) / A (stable) (Moody’s/S&P)



Maturity Date:

September 13, 2049

Coupon (Interest Rate):
Interest Payment Dates:

3.250% per annum
March 13 and September 13, commencing March 13, 2020

Benchmark Treasury:

2.875% due May 15, 2049

Benchmark Treasury Price and Yield:

120-08; 1.971%

Spread to Benchmark Treasury:

+130 basis points

Yield to Maturity:


Initial Price to Public:

99.601% plus accrued interest from September 13, 2019 if settlement occurs after that date

Redemption Provision:

Make-whole call prior to March 13, 2049 based on U.S. Treasury +20 basis points or at par on or after March 13, 2049

Settlement Date:

T+7; September 13, 2019


828807 DH7 / US828807DH72

Joint Book-Running Managers:

BofA Securities, Inc.

Citigroup Global Markets Inc.

Mizuho Securities USA LLC

Barclays Capital Inc.

BBVA Securities Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Morgan Stanley & Co. LLC

Santander Investment Securities Inc.

SG Americas Securities, LLC

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC


ING Financial Markets LLC

MUFG Securities Americas Inc.

Regions Securities LLC

Samuel A. Ramirez & Company, Inc.



Use of Proceeds:

The Issuer intends to use the net proceeds of the offering to:

·              fund the early redemption in the fourth quarter, together with the applicable make-whole premium, of:

·                  50% of its 2.375% notes due October 2, 2020 with an aggregate principal amount of €750 million (approximate USD equivalent of $852.8 million, as of June 30, 2019),

·                  100% of its 4.375% notes due March 1, 2021 with an aggregate principal amount of $900 million,

·                  100% of its 4.125% notes due December 1, 2021 with an aggregate principal amount of $700 million, and

·                  100% of its 3.375% notes due March 15, 2022 with an aggregate principal amount of $600 million;

·              repay a portion of the indebtedness outstanding under its global unsecured commercial paper note program; and

·              use any remaining net proceeds for general business purposes.

In connection with the optional redemptions referenced above, a one-time charge of approximately $118 million, or approximately $0.33 per share, to Net Income and Funds From Operations is expected to be recorded in the fourth quarter of 2019.


The Issuer has concurrently priced (x) $1,000,000,000 aggregate principal amount of 2.000% senior unsecured notes due 2024 and (y) $1,250,000,000 aggregate principal amount of 2.450% senior unsecured notes due 2029.


This communication is intended for the sole use of the person to whom it is provided by the Issuer.


*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.


The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates.  Before you make a decision to invest, you should read the prospectus in that registration statement and the related preliminary prospectus supplement and other documents the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering.  You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at  Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or Mizuho Securities USA LLC toll-free at 1-866-271-7403.