INDIANAPOLIS—Simon Property Group has terminated its $3.6 billion merger agreement  it struck with Taubman Centers on Feb. 9, 2020. 

The REIT also filed an action in the Circuit Court for the 6th Judicial Circuit of Oakland County, MI against Taubman requesting a declaration that Taubman has suffered a material adverse event under the merger and has breached the covenants in the deal.

Essentially, Simon’s reasons for pulling out of the deal are that Taubman has suffered disproportionately from the pandemic compared with its peers and that it didn’t fulfill the requirements of the merger agreement.

In particular, Simon said Taubman failed to take steps to mitigate the impact of the pandemic as others in the industry have, by not making essential cuts in operating expenses and capital expenditures. 

Simon maintains that the merger agreement gave it the right to terminate the transaction in the event that a pandemic disproportionately hurt Taubman. It notes that Taubman’s significant proportion of enclosed retail properties located in densely populated major metropolitan areas, dependence on both domestic and international tourism at many of its properties, and its focus on high-end shopping have combined to impact Taubman’s business disproportionately due to the pandemic.

Under the deal Simon was to acquire an 80% ownership interest in Taubman for cash, buying all of Taubman common stock for $52.50 per share. The Taubman family was to sell one-third of its ownership interest at the transaction price and remain a 20% partner.

In response to the pandemic, Taubman closed all of its US shopping centers and is slowly reopening them as state and local governments allow. 

It took other steps to preserve liquidity including deferring between $100 and $110 million of planned capital expenditures. About half of the remaining planned capital spending for the year will be used to complete the Starfield Anseong development, which will be funded using recently obtained construction financing. It also expects to have reduced operating expenses by approximately $10 million for the year, according to its recent earnings report. “These actions have materially lowered expected cash outflows and, in combination with the additional borrowing on the company’s line of credit, are expected to provide ample liquidity for the company’s near-term operations,” it said.