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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
Entire Document
 


Table of Contents

Debt Commitment Letter

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 execution and delivery of definitive documentation with respect to the debt financing;

 

   

the concurrent closing in accordance (in all material respects) with the merger agreement;

 

   

the funding of the equity commitment pursuant to the equity commitment letter;

 

   

the receipt of certain specified financial statements of the Company;

 

   

the absence of a material adverse effect on the Company since the date of the merger agreement; and

 

   

the accuracy (subject to materiality standards set forth in the debt commitment letter) of certain specified representations and warranties in the merger agreement and in the definitive documents with respect to the debt financing.

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 Parent’s written consent and (iii) the consummation of the merger without the use of the debt financing.

Equity Commitment Letter

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 Sub’s obligations under the merger agreement, including their obligations:

 

   

to fully pay the per share merger consideration to our stockholders if the merger is completed;

 

   

to fully pay any amounts required to be paid pursuant to the merger agreement to holders of Company equity awards; and

 

   

to fully pay all costs, fees and expenses related to the consummation of the transactions contemplated by the merger agreement payable by Parent or Merger Sub at or in connection with the closing.

The Investors’ obligation to fund the equity commitment is conditioned only upon:

 

   

the satisfaction or waiver by Parent and Merger Sub (with the prior written approval of the Investors), at the closing of all conditions precedent to the obligations of Parent and Merger Sub to effect the closing as set forth in the merger agreement;

 

   

the debt financing (or an alternative or replacement financing to the debt financing if the same is being used in accordance with the terms of the merger agreement) having been funded or a commitment from

 

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