Print Page      Close Window     

SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
Entire Document
 


Table of Contents

THE MERGER AGREEMENT

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement. We urge you to read the copy of the merger agreement attached to this proxy statement as Annex A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement contains representations and warranties made by the Company, Parent and Merger Sub. These representations and warranties, which are set forth in the copy of the merger agreement attached to this proxy statement as Annex A, were made for the purposes of negotiating and entering into the merger agreement between the parties. In addition, these representations and warranties were made as of specified dates and may be subject to standards of materiality different from what may be viewed as material to our stockholders, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. Moreover, the representations and warranties are qualified in a number of important respects, including through the use of exceptions for certain matters disclosed by the party that made the representations and warranties to the other parties in a confidential disclosure schedule to the merger agreement and information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. None of the representations and warranties will survive the closing and, therefore, they will have no legal effect under the merger agreement after the closing.

Structure

Pursuant to the terms and subject to the conditions and limitations set forth in the merger agreement, at the effective time, Merger Sub will merge with and into the Company, whereupon the separate existence of Merger Sub will cease, with the Company surviving the merger and becoming a subsidiary of Parent.

Merger Consideration

Each share of common stock issued and outstanding immediately prior to the effective time (other than shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent, in each case not held on behalf of third parties, which we refer to collectively as “excluded shares,” and shares granted in the form of equity awards, which are treated as described below) will be converted into the right to receive an amount in cash equal to the per share merger consideration. At the effective time, the shares will cease to be outstanding, will be cancelled, and will cease to exist, and each certificate formerly representing any shares and each book entry account formerly representing any non-certificated shares will thereafter represent only the right to receive the per share merger consideration.

Closing; Effective Time

The closing will take place at 9:00 a.m. Eastern Time on the third business day following the satisfaction or waiver of the conditions to the merger described in the section entitled “—Conditions to the Merger” beginning on page [●] or such other date, time or place as agreed to in writing by the Company and Parent. If, however, the marketing period (as defined in the section entitled “The Merger Agreement—Financing Cooperation” beginning on page [●]) relating to Parent’s debt financing has not ended at the time of satisfaction or waiver of all of the applicable conditions, then the closing will occur on the earlier to occur of (a) a date during the marketing period specified by Parent on no less than three business days’ notice and (b) the third business day immediately

 

-98-