SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES EXCHANGE ACT OF 1934
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Material |
☐ | | | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: Taubman Centers, Inc. Common Stock, par value $0.01 (“Taubman common stock”) and Series B Non-Participating Convertible Preferred Stock, par value $0.001 per share (“Taubman Series B preferred stock”). | |
| | | | |||
| | (2) | | | Aggregate number of securities to which the transaction applies: | |
| | | | 61,608,379 shares of Taubman common stock | ||
| | | | 598,189 shares of Taubman common stock subject to issuance upon the settlement of outstanding equity awards pursuant to the Taubman Stock Plans (as defined below). | ||
| | | | 27,012,863.8 shares of Taubman common stock issuable upon conversion of 27,012,863.8 outstanding units of partnership interest in The Taubman Realty Group Limited Partnership, including 44,844 Taubman Incentive Units (as defined below) and 871,261.76 Option Deferred units (as defined below). | ||
| | | | 26,079,159 shares of Taubman Series B preferred stock. | ||
| | | | |||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of (i) 89,219,431.8 shares of Taubman common stock (including 598,189 shares of Taubman common stock subject to issuance upon the settlement of outstanding equity awards pursuant to the Taubman Stock Plans and 27,012,863.8 shares of Taubman common stock issuable upon conversion of 27,012,863.8 outstanding units of partnership interest in The Taubman Realty Group Limited Partnership, including 44,844 Taubman Incentive Units and 871,261.76 Option Deferred units) and (ii) the common stock merger consideration of $52.50 and (b) the product of (A) 26,079,159 shares of Taubman Series B preferred stock and (B) the Series B preferred stock merger consideration of $52.50 divided by 14,000 (collectively, the “Total Consideration”). The filing fee equals the product of 0.0001298 multiplied by the Total Consideration. | |
| | | | |||
| | (4) | | | Proposed maximum aggregate value of transaction: $4,684,117,966.35 | |
| | | | |||
| | (5) | | | Total fee paid: $607,998.51 | |
| | | | |||
☒ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
| | | | |||
| | (2) | | | Form, Schedule or Registration Statement No.: | |
| | | | |||
| | (3) | | | Filing Party: | |
| | | | |||
| | (4) | | | Date Filed: | |
| | | |