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SEC Filings

10-Q
FOREST CITY REALTY TRUST, INC. filed this Form 10-Q on 10/30/2018
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We expect to complete the Merger in the fourth quarter of 2018. Completion of the Merger is, however, subject to various conditions noted above, and it is possible that factors outside our control could result in the Merger being completed at a later time or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We hope to complete the Merger as soon as reasonably practicable following the satisfaction of all applicable conditions. For additional information regarding the Merger or the Merger Agreement, see Note A to the Consolidated Financial Statements and our other filings made with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s public reference facilities or on the SEC’s website at www.sec.gov. Please also see Part II, Item 1A, “Risk Factors” in this Form 10-Q for a discussion of the risk’s related to the Merger and the Merger Agreement.
Milestones
Significant milestones achieved in the third quarter of 2018 include:
Entered into a Merger Agreement whereby, subject to the conditions set forth in the Merger Agreement, affiliates of Brookfield Asset Management, Inc. will acquire all of our outstanding Class A common stock. The Merger is expected to close in the fourth quarter of 2018;
Exchanged our preferred ownership interests in nine specialty retail assets owned by the retail joint venture with Madison International for the retail joint venture’s ownership interest in 300 Massachusetts Ave, 350 Massachusetts Ave, and 38 Sidney Street, three life science office properties at University Park at MIT, in a non-cash transaction;
Exchanged our preferred ownership interests in one specialty retail asset owned by the retail joint venture with Madison International for the retail joint venture’s ownership interests in DKLB BKLN, an apartment community in Brooklyn, New York, in a non-cash transaction;
Through our jointly owned specialty retail joint venture with Madison International, we acquired our partner’s 75% interest in 3700M, an apartment community in Dallas, Texas, for a purchase price of $78,375,000;
Completed the sale of Kapolei Lofts, an apartment community in Kapolei, Hawaii. The sale generated net cash proceeds of approximately $26,935,000;
Paid off the maturing $59,189,000 nonrecourse mortgage which encumbered Glen Forest Office Park, an eleven building consolidated office park in Richmond, Virginia, using cash on hand;
Settled conversions of $73,188,000 in aggregate principal amount of our 4.25% Convertible Senior Notes due 2018 for 3,560,990 shares of Class A common stock; and
Settled conversions of $7,980,000 in aggregate principal amount of our 3.625% Convertible Senior Notes due 2020 (“our 2020 Senior Notes”) for 347,631 shares of Class A common stock.
In addition, subsequent to September 30, 2018, we achieved the following significant milestones:
Completed the sale of the Fidelity Investments office building in Albuquerque, New Mexico. The sale generated net cash proceeds of approximately $33,588,000, which are expected to be redeployed in a Section 1031 exchange;
On October 12, 2018, we provided notice of our intention to redeem the remaining $32,037,000 aggregate principal amount of our 2020 Senior Notes for cash plus accrued and unpaid interest, if any, up to, but not including, November 21, 2018. Holders have the right to convert their 2020 Senior Notes up to the close of business on November 20, 2018. Through October 26, 2018, holders have converted $7,763,000 aggregate principal amount of the remaining 2020 Senior Notes and received 338,376 shares of Class A common stock in the aggregate; and
On October 12, 2018, we filed a definitive proxy with the SEC, which includes notice that the Special Meeting to vote on the Merger Agreement has been scheduled for November 15, 2018.



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