|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
Each outstanding purchase right under the Companys Employee Stock Purchase Plan (the ESPP) will be exercised no later than five business days prior to the effective time. Each share of common stock purchased under the ESPP will be cancelled at the effective time and converted into the right to receive the per share merger consideration.
Pursuant to the terms and subject to the conditions and limitations set forth in the merger agreement, holders of shares of common stock immediately prior to the effective time will receive the per share merger consideration.
The merger agreement provides that, at the effective time, each share of common stock (excluding any restricted shares or performance shares, which will be treated as described above) issued and outstanding immediately prior to the effective time (other than shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent not held on behalf of third parties) (i) will be converted into the right to receive the per share merger consideration and (ii) will cease to be outstanding, will be cancelled and will cease to exist. Thereafter, each stock certificate and each book entry account will represent only the right to receive the per share merger consideration.
Pursuant to the merger agreement, as of the closing date, we will have distributed 100% of our REIT taxable income in cash, as reasonably estimated by the Company, taking into consideration available taxable attributes, such as net operating losses, prior to the closing date, in accordance with certain distribution requirements set forth in Section 857(a) of the Code (the special REIT taxable income distribution).
We do not anticipate paying a quarterly dividend prior to the completion of the merger. However, if we do pay a quarterly dividend prior to the completion of the merger, the authorization, declaration and payment of any such dividend will reduce the $25.35 per share in cash that a holder of common stock is entitled to receive in the merger by the per share amount of such dividend.