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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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except as required by law, GAAP or statutory or regulatory accounting rules or interpretations with respect thereto or by any governmental authority, make a material change with respect to financial accounting policies or procedures;

 

   

waive, release, assign, settle or compromise (1) any litigation or other proceedings identified in the confidential disclosure schedule or (2) any claim or action for an amount not covered by insurance in excess of $5,000,000 individually or $15,000,000 in the aggregate (exclusive of any deductibles), including any action relating to the merger and transactions contemplated by the merger agreement, but excluding any action brought by stockholders arising from the merger agreement against the Company, its executive officers or members of our Board, which is governed by another provision of the merger agreement;

 

   

make any material change (or file a request to make any such change) in any method of tax accounting, any annual tax accounting period or any material tax election, file any material amended tax return or surrender any right to claim a refund or offset of any taxes that exceed $5,000,000 in the aggregate;

 

   

sell or otherwise dispose of, lease or otherwise grant any mortgage or other lien upon, any property or other assets (excluding cash) of the Company or its subsidiaries having a fair market value in excess of $5,000,000 in the aggregate other than (1) certain pending sales of properties pursuant to letters of intent or definitive agreements executed prior to the date of the merger agreement, (2) transactions between or among the Company and its wholly owned subsidiaries or a subsidiary of the Company and its wholly owned subsidiaries, (3) leases (other than ground leases) made in the ordinary course of business and (4) liens permitted by the terms of the merger agreement;

 

   

authorize, make or enter into any commitment for any capital expenditures except: (1) those disclosed to Parent in the confidential disclosure schedule, (2) capital expenditures in the ordinary course of business and consistent with the budgets and the property-level budgets of the Company, copies of which were provided to Parent before July 30, 2018, (3) capital expenditures required by the terms of any of the mortgage loans encumbering any of the real properties to which the Company or a subsidiary owns fee simple title or in which it owns valid ground leasehold interest as identified in the confidential disclosure schedule (“company properties”), (4) other individual expenditures not exceeding $250,000 individually or $1,000,000 in the aggregate or (5) capital expenditures necessary to respond to an emergency or prevent harm to any company property or persons;

 

   

other than in connection with any development or redevelopment projects identified in the confidential disclosure schedule, initiate or consent to any change to the zoning, approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any company property or agree or consent to any affordability restriction or requirement (or any changes to any existing affordability restriction or requirement) affecting any company property;

 

   

except as required pursuant to the terms of any Company employee benefit and compensation plan in effect as of July 30, 2018, or as otherwise required by any applicable law: (1) grant, provide or increase any severance or termination payments or benefits to any current or former employee, officer, non-employee director, natural person independent contractor or consultant of the Company or any of its subsidiaries (including any obligation to gross-up, indemnify or otherwise reimburse any such individual for any tax incurred by any such individual, including under Section 409A or 4999 of the Code), (2) increase in any manner the compensation or consulting fees, bonus, pension, welfare, fringe or other benefits of any current or former employee, officer, director or natural person independent contractor or consultant of the Company, except for (A) increases in annual salary or wage rate in the ordinary course of business consistent with past practice that do not exceed 3% in the aggregate and (B) the payment of annual bonuses for completed periods based on actual performance in the ordinary course of business consistent with past practice, (3) become a party to, establish, adopt, amend, commence participation in or terminate any Company employee benefit and compensation plan or any arrangement that would have been a Company employee benefit and compensation plan had it been entered into prior to July 30, 2018, (4) grant any equity or equity-based awards or any long-term cash

 

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