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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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the Lenders that the debt financing (or the alternative or replacement financing, if applicable) will be funded at the closing if the equity commitment is funded; and



the contemporaneous consummation of the closing (assuming the funding of the equity commitment).

We are an express third party beneficiary of the equity commitment letter solely for the purpose of seeking, and are entitled to seek, specific performance of Parent’s right to cause the equity commitment to be funded thereunder and for no other purpose, but only as and to the extent permitted pursuant to, and subject to the terms and conditions of, the equity commitment letter and the merger agreement.

Limited Guaranty

Concurrently with the execution of the merger agreement on July 30, 2018, the Investors entered into the limited guaranty in our favor to jointly and severally guarantee Parent’s payment obligations with respect to Parent’s $488 million termination payment under the merger agreement and certain expense reimbursement and indemnification obligations of Parent under the merger agreement, subject to the terms and limitations set forth in the limited guaranty.

The maximum aggregate liability of the Investors under the limited guaranty will not exceed $488 million, plus the aggregate amount of any expense reimbursement and indemnification obligations of Parent pursuant to the covenants relating to financing cooperation, restructuring and procurement of third party consents under the merger agreement.

Closing of the Merger

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 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.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of our Board that you vote “FOR” the Merger Proposal, you should be aware that aside from their interests as holders of common stock, the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Company stockholders generally. Members of our Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger and in recommending to Company stockholders that the Merger Proposal be approved. These interests are described in more detail below, and certain of them are quantified and described in the section entitled “Proposal 2—Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” beginning on page [●].

Treatment of Outstanding Equity-Based Awards and Long-Term Incentive Cash Awards

The stock options, restricted shares and performance shares, which we collectively refer to as the Company equity awards, held by the Company’s directors and executive officers immediately prior to the effective time