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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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schedule we delivered to Parent concurrently with the execution of the merger agreement (the “confidential disclosure schedule”). These representations and warranties relate to, among other things:

 

   

organization, good standing and qualification;

 

   

capital structure;

 

   

authority regarding the execution and delivery of, and performance of obligations under, the merger agreement;

 

   

oral opinions from Lazard and Goldman Sachs, confirmed in writing, regarding the fairness of the total consideration to be paid to our stockholders (other than Parent and its affiliates);

 

   

required consents, filings and approvals relating to the merger;

 

   

absence of conflicts with, or violations of, laws, organizational documents or other obligations or contracts as a result of the merger;

 

   

SEC documents, financial statements, internal controls, SEC correspondence and accounting or auditing practices;

 

   

absence of certain changes and non-existence of a material adverse effect since December 31, 2017;

 

   

absence of certain litigation and undisclosed liabilities;

 

   

employee benefits matters and compliance with the Employee Retirement Income Security Act of 1974, as amended;

 

   

compliance with applicable laws;

 

   

possession of certain permits, licenses and other approvals from governmental entities;

 

   

existence and validity of certain Material Contracts (as such term is defined in the merger agreement);

 

   

inapplicability of anti-takeover statutes;

 

   

real property matters, including owned and ground leased real property, title insurance, acquisitions and dispositions of real property and property-management services;

 

   

compliance with environmental laws and possession of environmental permits;

 

   

tax matters, including qualification as a REIT and the accuracy and timeliness of our tax returns;

 

   

ownership of or licenses to certain intellectual property;

 

   

existence of insurance policies;

 

   

brokers’ and finders’ fees in connection with the merger; and

 

   

existing credit support agreements of the Company or Forest City Enterprises, L.P.

The merger agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

 

   

organization, good standing and qualification;

 

   

authority regarding the execution and delivery of, and performance of obligations under, the merger agreement;

 

   

absence of conflicts with, or violations of, laws, organizational documents or other obligations or contracts as a result of the merger;

 

   

absence of certain litigation;

 

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