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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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pursuant to any law and request early termination of the waiting period with respect to the merger under the HSR Act and (vi) as promptly as reasonably practicable, make any other required registrations, declarations, submissions and filings with respect to the merger and the other transactions contemplated by the merger agreement required under the Exchange Act, any other applicable federal or state securities laws and any other applicable law.

While a filing under the HSR Act is contemplated under the merger agreement, after further analysis, the Company and Parent determined that a filing under the HSR Act is not required.

Financing Cooperation

We have agreed that, prior to the closing, we will use, and will use our reasonable best efforts to cause our subsidiaries and their respective representatives (including our and our subsidiaries’ management teams) to use, their reasonable best efforts, at the sole cost and expense of Parent and Merger Sub, to cooperate with Parent and Merger Sub in connection with the arrangement of the debt financing as may be customary and reasonably requested by Parent, including certain items specifically set forth in the merger agreement. The cooperation obligation is subject to additional limitations.

Any breach by the Company or its subsidiaries of their financing cooperation obligations will not constitute a breach of the merger agreement or a breach for purposes of determining whether an event triggering a termination right has occurred or a breach of a condition precedent to Parent and Merger Sub’s obligation to effect the merger, unless such breach is a willful and material breach and directly results in the debt financing not being available to Parent.

The merger agreement provides for a marketing period. As used in this proxy statement, “marketing period” means the first period of 15 consecutive business days commencing after the date of the merger agreement and upon Parent’s receipt of certain required financial information pursuant to the terms of the merger agreement, provided that the marketing period will not commence prior to September 4, 2018, and that such 15 consecutive business day period (i) will not include November 21, 2018 through November 23, 2018, and (ii) will end on or prior to December 21, 2018 or if such period has commenced but would not be completed in accordance with its terms on or prior to December 21, 2018, then such period will commence on or after January 2, 2019.

Employee Matters

Parent has agreed that each employee of the Company and any subsidiary who continues to be employed after the effective time, other than any employee covered by a collective bargaining agreement, which we refer to collectively as the continuing employees, will during the period commencing at the effective time and ending on the first anniversary of the effective time be provided with:

 

   

base salary or base wage that is no less favorable than the base salary or base wage provided by the Company and its subsidiaries to such continuing employee immediately prior to the effective time;

 

   

target annual cash bonus opportunity and target long-term incentive compensation opportunity that are no less favorable than the target annual cash bonus opportunity and target long-term incentive compensation opportunity provided by the Company and its subsidiaries to such continuing employee immediately prior to the effective time; and

 

   

health and welfare benefits (other than severance benefits) that are substantially similar to the health and welfare benefits that are provided to such continuing employee immediately prior to the effective time or provided to similarly situated employees of Parent or its subsidiaries.

Additionally, Parent has agreed to use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its affiliates to be waived

 

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