|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
In connection with the entry into the merger agreement, Bank of America, N.A., Barclays Bank PLC, BMO Harris Bank N.A., Bank of Montreal, Citibank, N.A., Deutsche Bank AG New York Branch, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch and certain of their respective affiliates (collectively, the Lenders) provided commitments to Parent under a debt commitment letter dated July 30, 2018 (as may be amended in accordance with the terms thereof and of the merger agreement, the debt commitment letter), pursuant to which the Lenders have committed to provide debt financing (the debt financing) consisting of: (i) a senior secured revolving credit facility in an amount equal to $400 million, (ii) a senior secured term loan facility in an aggregate principal amount equal to $1.25 billion and (iii) a senior secured bridge facility in an aggregate principal amount of up to $2.6 billion. The Lenders obligation to provide the debt financing under the debt commitment letter is subject to customary conditions, including, without limitation, the following (subject to certain exceptions and qualifications as set forth in the debt commitment letter):
The commitments under the debt commitment letter expire upon the earliest to occur of: (i) February 6, 2019, (ii) the termination of the merger agreement by Parent or with Parents written consent and (iii) the consummation of the merger without the use of the debt financing.
Concurrently with the execution of the merger agreement on July 30, 2018, certain entities affiliated with a Brookfield real estate investment fund (collectively, the Investors) executed and delivered to Parent an equity commitment letter (the equity commitment letter) pursuant to which the Investors committed to make an equity contribution to Parent of up to $3.4 billion (the equity commitment) at or prior to the closing. The proceeds of the equity commitment will be used by Parent solely to satisfy its and Merger Subs obligations under the merger agreement, including their obligations:
The Investors obligation to fund the equity commitment is conditioned only upon: