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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2018, is by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), Antlia Holdings LLC, a Delaware limited liability company (“Parent”), and Antlia Merger Sub Inc., a Maryland corporation and wholly owned Subsidiary of Parent (“Merger Sub”).

RECITALS

WHEREAS, the parties intend that, on the terms and subject to the conditions set forth in this Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger, pursuant to and in accordance with the provisions of the Maryland General Corporation Law, as may be amended from time to time (the “MGCL”);

WHEREAS, the board of directors of the Company (the “Company Board”) has (a) authorized the execution and delivery of this Agreement and declared advisable and approved the Merger, (b) directed that the Merger be submitted for consideration at a meeting of the stockholders of the Company (the “Stockholders”), and (c) subject to Section 7.2(b), resolved to recommend that the Stockholders vote in favor of the approval of the Merger;

WHEREAS, the board of directors of Merger Sub has unanimously (a) authorized the execution and delivery of this Agreement and declared advisable the Merger and (b) resolved to recommend that the sole stockholder of Merger Sub approve the Merger;

WHEREAS, the board of directors of Parent has unanimously authorized the execution and delivery of this Agreement and declared advisable the Merger;

WHEREAS, the Company, Parent, and Merger Sub desire to make certain representations, warranties, covenants, and agreements in connection with this Agreement and to set forth certain conditions to the Merger;

WHEREAS, to induce Parent and Merger Sub to enter into this Agreement, simultaneously with the execution of this Agreement, Parent and Merger Sub are entering into a merger support agreement with certain Stockholders; and

WHEREAS, to induce the Company to enter into this Agreement, simultaneously with the execution of this Agreement, certain Affiliates of Parent (together, the “Guarantors”) have executed and delivered to the Company a limited guaranty, pursuant to which the Guarantors have agreed to guarantee certain obligations of Parent under this Agreement (the “Guaranty”).

NOW, THEREFORE, in consideration of the representations, warranties, covenants, and agreements set forth in this Agreement, the parties agree as follows:

ARTICLE I

THE MERGER; CLOSING; EFFECTIVE TIME

1.1. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company and the separate existence of Merger Sub will thereupon cease. The Company will be the surviving corporation in the Merger under the MGCL (sometimes hereinafter referred to as the “Surviving Corporation”) and, following the Merger, will be a wholly owned Subsidiary of Parent. The Merger will have the effects set forth in this Agreement and specified in the MGCL.

 

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