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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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availability of funds necessary for the payment of the merger consideration and the execution of the equity commitment letter and of the debt commitment letter;

 

   

ownership and capital structure of Merger Sub;

 

   

inapplicability of any “interested stockholder” takeover law;

 

   

solvency;

 

   

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

 

   

absence of exclusive arrangements with financing sources.

Material Adverse Effect

For the purposes of the merger agreement, “material adverse effect” means any change, effect, event, circumstance, occurrence or development (x) that is materially adverse to the business, financial condition, assets or continuing results of operations of the Company and its subsidiaries taken as a whole or (y) that would prevent the Company from consummating the merger prior to January 30, 2019, other than any change, effect, event, circumstance, occurrence or development resulting from:

 

   

changes in the economy or in financial, debt, securities, capital or credit markets, including changes in interest rates;*

 

   

changes in general business, labor or regulatory conditions;*

 

   

changes generally affecting any of the U.S. real estate industry segments in which the Company or any of its subsidiaries operate or any of the markets or geographic areas in which the Company or any of its subsidiaries operate;*

 

   

changes in social or political conditions;*

 

   

acts of war, hostilities, military actions, acts of sabotage or terrorism (including cyber-terrorism or cyber-attacks), civil disobedience or any escalation or worsening of the foregoing;*

 

   

any force majeure events (including storms, fires, hurricanes, tornadoes, floods or earthquakes) or the outbreak or worsening of an epidemic, pandemic or other health crisis;*

 

   

the announcement on September 11, 2017 of the Company’s review of strategic alternatives (but not including any change, effect, event, circumstance, occurrence or development relating thereto after the date of the merger agreement), the announcement on March 22, 2018 of the conclusion of such review of strategic alternatives, or the negotiation, execution, announcement, pendency, performance or consummation of the merger agreement or the merger and the other transactions contemplated by the merger agreement, including the impact thereof on relationships, contractual or otherwise, of the Company or any of its subsidiaries with customers, suppliers, lenders, partners, employees, labor unions or regulators, provided that this exception does not diminish the effect of, and is disregarded for purposes of, any non-contravention representations and warranties of the Company;

 

   

the identity of Parent or any of its affiliates or any communication by Parent or any of its affiliates regarding plans, proposals, intentions or projections with respect to the Company, any of its subsidiaries or their employees or business;

 

   

changes or proposed changes in laws, authoritative interpretations thereof, enforcement thereof or in applicable accounting regulations or principles or interpretations thereof;*

 

   

acts required to be taken or not taken by the Company or any of its subsidiaries under the terms of the merger agreement or taken or not taken at the written request of Parent;

 

   

any action brought or threatened to be brought alleging breach of duty by our Board (other than any such action that has resulted in a non-appealable judicial determination definitively finding a breach of

 

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