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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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due 2018 or the Company’s convertible senior notes due 2020 and (6) upon the exchange of any Class A common units in Forest City Master Associates III, LLC, in the case of each of (2)-(6) above that are outstanding as of July 30, 2018 (and in accordance with their terms) or are granted after July 30, 2018 in accordance with the merger agreement;

 

   

make any loans, advances, investments or capital contributions to any person (other than the Company or any wholly owned subsidiary) in excess of $5,000,000 in the aggregate, except as required under the applicable organizational documents as may be amended in accordance with the merger agreement;

 

   

declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any capital stock or beneficial interest in the Company or its subsidiaries, other than: (1) dividends or distributions by a directly or indirectly wholly owned subsidiary to its parent entity, (2) dividends or distributions by an entity in which the Company directly or indirectly owns an interest that is not wholly owned in the ordinary course of business consistent with past practice or to the extent required under the applicable organizational documents of such entity as the same may be amended in accordance with the merger agreement, (3) regular quarterly cash dividends on the shares of common stock not in excess of $0.18 per share and (4) any distributions of the Company and its subsidiaries necessary to comply with the provision under the merger agreement that requires the Company to make the special REIT taxable income distribution, provided that the authorization, declaration and payment of distributions in (3) (other than any dividends declared and publicly announced on or prior to May 15, 2018) and (4) above will, without duplication, reduce the $25.35 per share in cash that a holder of common stock is entitled to receive in the merger on a dollar-for-dollar basis;

 

   

incur, create, assume, refinance, replace or prepay any indebtedness for borrowed money or guarantee such indebtedness or issue, sell or amend the terms of any debt securities or rights to acquire any debt securities of the Company or any of its subsidiaries, other than: (1) the incurrence of indebtedness for borrowed money under, and in accordance with, certain existing loan documents secured solely by Company real property in the ordinary course of business consistent with past practice (provided that the aggregate amount of such borrowing will not exceed $5,000,000), (2) unsecured intercompany indebtedness or guarantees between or among the Company and any wholly owned subsidiaries or (3) in connection with the financing of accounts payable in the ordinary course of business consistent with past practice; provided in each of the above cases that it does not delay or impede the merger or the other transactions contemplated by the merger agreement;

 

   

amend, waive or modify, in any material respect, or terminate any Material Contract (as such term is defined in the merger agreement) other than: (1) an amendment, waiver, termination or renewal of a Material Contract (other than an Existing M&A Agreement) in the ordinary course of business consistent with past practice and not otherwise prohibited by the merger agreement, (2) solely in connection with any matter to the extent such matter is expressly permitted by the clauses described in these bullets and not otherwise prohibited by any other clauses described in these bullets or (3) any amendment, termination or renewal of a Material Contract that is so classified either because the contract contains any exclusivity provision or expressly limits the ability of the Company to dispose of any material assets (in each case, as fully described under the merger agreement), provided that such action (A) would not reasonably be expected to alter the scope or impact of such restriction in a manner that is adverse in any material respect to the Company or its subsidiaries and (B) would not cause such Material Contract to be classified as another type of Material Contract under the merger agreement;

 

   

enter into any contract (1) that would be a Material Contract had it been entered into prior to the execution of the merger agreement other than in the ordinary course of business consistent with past practice that is not otherwise prohibited by the clauses described in these bullets or (2) that contains a change of control or similar provision that would require a payment, consent or acceleration of rights to the other party or parties thereto in connection with the consummation of the merger or other transactions contemplated by the merger agreement;

 

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