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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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Table of Contents

Acquisition Proposals (page [])

Pursuant to the merger agreement, we are restricted in our ability to initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any acquisition proposal (as defined in the section entitled “The Merger Agreement—Acquisition Proposals; Change of Recommendation” beginning on page [●]). We will promptly (and, in any event, within 24 hours) notify Parent orally and in writing if any proposals or offers with respect to an acquisition proposal are received by or a request to the Company or our subsidiaries for any non-public information regarding the Company or our subsidiaries that is reasonably likely to lead to or that contemplates an acquisition proposal is made to, or any discussions or negotiations are sought to be initiated or continued with, us or any of our representatives indicating, in connection with such notice, the material terms and conditions of such acquisition proposal or such other proposal or offer, including the identity of the person making the acquisition proposal. Under the merger agreement, Parent generally has an opportunity to offer to modify and improve the terms of the merger agreement in response to any such acquisition proposal before our Board may withdraw or modify its recommendation to stockholders in response to such acquisition proposal or terminate the merger agreement to enter into a definitive agreement with respect to such acquisition proposal. Upon termination of the merger agreement under circumstances relating to an acquisition proposal, we may be required to pay a termination fee of $261 million to Parent.

Conditions to the Merger (page [])

The completion of the merger is subject to certain conditions. These conditions include, among others:



receipt of the approval of the Merger Proposal by a majority of the votes entitled to be cast by the holders of the outstanding shares of common stock;



receipt by the Company of a written opinion of nationally recognized tax counsel, as of the closing date, to the effect that commencing with the Company’s taxable year ended December 31, 2016, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation through the date of the opinion has enabled it, and its proposed method of operation will continue to enable it, to meet the requirements for qualification and taxation as a REIT; and



other customary closing conditions set forth in the merger agreement.

Closing of the Merger (page [])

We expect to complete the merger in the fourth quarter of 2018. Completion of the merger is, however, subject to various conditions, and it is possible that factors outside our control could result in the merger being completed at a later time or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We hope to complete the merger as soon as reasonably practicable following the satisfaction of all applicable conditions.

If 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 following the final day of the marketing period. In no event, however, will the closing be required to occur prior to December 10, 2018 pursuant to the merger agreement, unless certain third party consents have been obtained and become effective, or Parent waives the requirement that such consents must be obtained and become effective prior to that date.