SecProbe.io

May 22 , 2020

Eric Schiele , Esq.
Kirkland & Ellis  LLP
601 Lexington Avenue
New York, NY 10022

Re: Taubman Centers, Inc.
 Schedule 13E-3 filed by  Taubman Centers, Inc. , The Taubman Realty Group
Limited Partnership , Mr. Robert S. Taubman , Mr. William S. Taubman ,
Taubman Ventures Group LLC , Simon Property Group, Inc. , Simon
Property Group, L.P. , Silver Merger Sub 1, LLC , and Silver Merger Sub 2,
LLC
Filed April 28, 2020
File No. 005 -43095

Preliminary  Proxy  Statement on Schedule 14 A
Filed April 28, 2020
File No. 00 1-11530

Dear Mr. Schiele :

We have review ed the filing s referenced above and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand the disclosure.

Please respond to this letter by amending the filing s, by providing the requested
informa tion, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendmen t to the filing s and the information you provide in
response to these comments, we may have additional comments.   Please note that capitalized
terms used but not defined herein have the meanings ascribed to them in the filings.

Preliminary  Proxy Statement on Schedule 14A

Letter to Shareholders
1. We note the disclosure here and elsewh ere regarding the three voting approval thresholds
that will need to be reached to approve the Merger Agreement Proposal .  Please explain
to us the reason  for including the  first threshold (the two -thirds threshold), which appears

Eric Schiele , Esq .
May 22 , 2020
Page 2

 to, in effect, create an approval threshold similar  to, but  likely slightly  higher than , the
third threshold  (the “majority -of-the-minority ” threshold).

Summary Term Sheet , page 1
2. We note  the various statements  on page 4 and on pages  48-51 that each of the Taubman
filing p ersons and each of the Simon parties  “may be deemed” an affiliate of the
Company .  Please revise such statements to remove the uncertainty .
Questions and Answers, page 12
3. Please include the  February 7 closing price in the answer at the top of page 14.
4. In the answer at the bottom of page 15,  please clarify, if true, that the  possibility of the
$46.6 million reduced termination fee being paid under th e terms of the merger
agreement has ceased .
Background of the Transactions, page 19
5. On page 32, please disclose, if true, t hat in its January 24 revised draft of the merger
agreement, Simon conceded the 3.0% figure for the post-go-shop termination  fee.
6. Please clarify , if true,  that Simon ’s January 24 counter -proposal with respect to
“matching ” rights  consisted of a single match period,  in contrast to the “two full ‘match ’
right periods ” included in Taubman ’s January 23 proposal.  P lease also disclose the
ultimate outcome of the negotiations with respect to the “matching ” rights issue.
7. Disclosure on page 32 indicates that on January 26, 2020, “representatives of Lazard
reviewed with the Special Committee Lazard’s financial analyses of the potential
transaction with Simon .”  Please advise us as to whether these financial analyses w ere the
same ones presented on January 22 .  If they were different, please file the presentation of
such analyses as an exhibit to the Schedule 13E -3.
Reasons for the Transactions and Recommend ation of the Special Committee and the Taubman
Board , page 34
8. Please disclose  on page 37 that the termination fee values  agreed on  correspond to the
1.25% and 3.0% figures referred to  previously.
Opinion of Financial Advisor to the Special Committee, page 41
9. Please explain why Lazard, as part of its comparable companies public trading analysis,
calculated the trading price to FFO ratio on a five -year basis “for reference only ” and did
not provide an estima ted implied  price per share range on such basis.

Eric Schiele , Esq .
May 22 , 2020
Page 3

 10. The first paragraph on page 48 indicates  that there was  one last preliminary presentation
presented  by Lazard to the Special Committee on February 9, prior to the  final
presentation of that same date.  Please either file such  presentation as an exhibit to the
Schedule 13E -3, or clarify that there was no such present ation by  revis ing the disclosure .
Certain Effects of the Transaction s, page 54
11. We note the reference on page 56 to “Exhibit A to the merger agreement. ”  Please
include such exhibit in your amended filing.
Record Date and Quorum, page 75
12. We note the disclosure regarding broker non -votes  at the top of page 76.  As broker non -
votes do not appear to be relevant in the context of this solicitation, please remove  such
disclosure, or otherwise advise.
Important Information Regarding Taubman Centers, Inc., page 109
13. Please reconcile the statement on page 109 that “[e]ach of the Company’s directors and
executive officers is a citizen of the United States ” with the statement on page 113 that
“Mr. Wright is not a U.S. citizen. ”
Other Information Regarding the Simon Parties and the Taubman Filing Persons, page 124
14. At the bottom of page 124, we note the statement that “[e]xcept as noted below, each of
the individuals listed below is a citizen of the United States. ”  The disclosure that follows
does not appear to indicate any exceptions.  Please clarify.
Form of Proxy
15. Please revise the description of Proposal 1 on the proxy card so that it reads correctly.

Please contact me at (202) 551 -8094 if you have any questions regarding our comments.

Sincerely,

 /s/ David M. Plattner

David M. Plattner
Special Counsel
Office of Mergers and Acquisitions