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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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enter into, amend or otherwise modify any contract for property level indebtedness whereby the Company or any of its subsidiaries would agree to pay additional fees or penalties in connection with refinancing such property level indebtedness; or

 

   

agree, authorize, commit or enter into any contract or arrangement to do any of the foregoing.

Stockholder Meeting

Pursuant to the merger agreement, upon the terms and subject to the conditions of the merger agreement, the Company has agreed to establish a record date for and duly call, give notice of, convene and hold a stockholder meeting for the purpose of obtaining the requisite stockholder vote to approve the Merger Proposal (the “requisite stockholder vote”) and will, subject to there being a quorum, cause such vote to be taken. Unless a permitted change in recommendation has occurred as described below in the section entitled “—Acquisition Proposals; Change of Recommendation,” the Company has agreed to use its reasonable best efforts to solicit proxies from the stockholders in favor of the Merger Proposal and obtain the requisite stockholder vote.

Acquisition Proposals; Change of Recommendation

Acquisition Proposals

During the interim period, neither the Company nor any of its subsidiaries nor any of the directors or officers of it or its subsidiaries will, and the Company will instruct and use its reasonable best efforts to cause its and its subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “representatives”) not to, directly or indirectly:

 

   

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, an acquisition proposal (as defined below);

 

   

engage in, continue or otherwise participate in or knowingly facilitate any discussions or negotiations regarding, or provide any non-public information or data, or afford access to the properties and other assets of the Company and its subsidiaries, to any person relating to, in connection with, or as would reasonably be expected to lead to, an acquisition proposal;

 

   

otherwise facilitate knowingly any effort or attempt to make an acquisition proposal; or

 

   

adopt or approve or enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, merger agreement, acquisition agreement, option agreement or any other agreement or instrument providing for or relating to an acquisition proposal or enter into any agreement (or amend or modify any existing agreement) that would prevent the Company or any subsidiary or their respective representatives from complying with the covenants relating to acquisition proposals or amend or grant any waiver or release under any standstill or similar agreement with respect to the Company (an “alternative acquisition agreement”); provided, however, that the Company may amend or grant any waiver or release under any provision contained in any standstill or similar agreement that would prohibit the other party thereto from communicating with the Company with respect to an acquisition proposal or submitting an acquisition proposal to the Company if, and only if, our Board or a duly authorized committee thereof determines in good faith after consultation with its outside legal counsel that the failure to amend or grant any waiver or release under any such standstill or similar agreement would be inconsistent with the directors’ duties under applicable law.

Notwithstanding the foregoing, prior to the time, but not after, the requisite stockholder vote is obtained, the Company and its representatives may, in response to the receipt of a written acquisition proposal that did not result from the breach of the foregoing covenants in any material respects, engage in, continue or otherwise participate in or knowingly facilitate any discussions or negotiations regarding, or provide any non-public information or data, or afford access to the properties and other assets of, the Company and its subsidiaries in

 

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