![]() ![]() ![]() On such date, Simon shall pay holders of Simon 83/8% Preferred Stock a dividend equal to the annual dividend rate of $4.1875 per share for the period from and including the date of the closing of the REIT Merger to but excluding the date as to which such initial dividend is payable based on a 360-day year of twelve 30-day months. ![]() The initial dividend payment date on the Simon 83/8% Preferred Stock will be the first date on which a quarterly dividend would have been paid on the Chelsea Series A Preferred Stock after the closing of the REIT Merger had the REIT Merger not occurred. Dividends on the Simon 83/8% Preferred Stock will accrue from and after the date of the closing of the REIT Merger. Immediately prior to the effective time of the REIT Merger, Chelsea shall pay any accumulated dividends on the Chelsea Series A Preferred Stock to the holders thereof for the period from the last preceding dividend payment date to but excluding the date of the closing of the REIT Merger. Dividends will be payable to holders of record as they appear in the stock records of Simon at the close of business on the applicable record date, which shall be the 15th day of the calendar month in which the applicable dividend payment date falls or such other date designated by the Simon board of directors for the payment of dividends that is not more than 30 nor less than 10 days prior to such dividend payment date. Any dividend payable on the Simon 83/8% Preferred Stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such dividends shall be payable quarterly in arrears on the last day of each March, June, September and December or, if not a business day, the succeeding business day. Holders of the Simon 83/8% Preferred Stock will be entitled to receive, when and as authorized by the Simon board of directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 8.375% of the liquidation preference per annum (equivalent to $4.1875 per share per annum). The Simon 83/8% Preferred Stock shall rank on a parity with the Simon Series A Convertible Preferred Stock, Simon Series A Excess Preferred Stock, Simon Series B Convertible Preferred Stock, Simon Series B Excess Preferred Stock, Simon Series C Convertible Preferred Stock, Simon Series D Cumulative Redeemable Preferred Stock, Simon Series E Cumulative Redeemable Preferred Stock, Simon Series F Cumulative Redeemable Preferred Stock, Simon Series G Cumulative Step-Up Premium Rate Preferred Stock and Simon Series H Variable Rate Preferred Stock, which as of the date of this proxy statement/prospectus are the only authorized classes or series of Simon preferred stock, the Simon 6% Convertible Preferred Stock to be issued in the REIT Merger and any other class or series of Simon's capital stock that is not by its terms junior to the Simon 83/8% Preferred Stock. The Simon 83/8% Preferred Stock, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of Simon, will rank (i) junior to all other shares of capital stock of Simon which, by their terms, rank senior to the Simon 83/8% Preferred Stock, (ii) on a parity with all other shares of Simon preferred stock which are not, by their terms, junior or senior to the Simon 83/8% Preferred Stock and (iii) senior to the Simon common stock, Simon Class B common stock and Simon Class C common stock and to all other shares of capital stock of Simon which, by their terms, rank junior to the Simon 83/8% Preferred Stock. The following summary of the terms and provisions of the Simon 83/8% Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the pertinent sections of the Certificate of Designations creating the Simon 83/8% Preferred Stock, the form of which is attached to this proxy statement/prospectus as Appendix E. Prospectus excerpt: Immediately prior to the effective time of the REIT Merger, Simon shall file a Certificate of Designations with the Secretary of State of the State of Delaware to create the Simon 83/8% Preferred Stock. ![]()
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