Print Page      Close Window     

SEC Filings

10-Q
FOREST CITY REALTY TRUST, INC. filed this Form 10-Q on 10/30/2018
Entire Document
 

Counterparties to certain of our agreements may have consent rights in connection with the Merger.
We are party to certain agreements that give the counterparties to such agreements certain rights, including consent rights, in connection with “change in control” transactions or otherwise. Under certain of these agreements, the Merger may constitute a “change in control” or otherwise give rise to consent rights and, therefore, the counterparties may assert their rights in connection with the Merger, including in the case of indebtedness, acceleration of amounts due. Any such counterparty may request modifications of its agreements as a condition to granting a waiver or consent under those agreements, and there can be no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available. In addition, the failure to obtain consent under one agreement may be a default under other agreements and, thereby, trigger rights of the counterparties to such other agreements, including termination rights where available.
Our Board of Directors and executive officers have interests in seeing the pending Merger completed that are different from, or in addition to, those of our other stockholders.
Our Board of Directors and executive officers have interests in the pending Merger that are different from, or in addition to, our other stockholders. Some of these interests include:
Effective as of five business days prior to, and conditional upon the occurrence of, the completion of the merger, each holder of an outstanding incentive stock option under our 1994 Stock Plan (the “Stock Plan”), whether vested or unvested, will be entitled to exercise such incentive stock option in full by providing us with a notice of exercise and full payment of the applicable exercise price in accordance with the terms of the Stock Plan and applicable related award agreement;
At the completion of the Merger, each outstanding option to purchase shares of our Class A common stock under the Stock Plan that is not exercised as described above, whether vested or unvested, will automatically be cancelled and will entitle the holder of such option to receive (without interest) an amount in cash equal to the product of the number of shares subject to such option immediately prior to the completion of the Merger multiplied by the excess, if any, of the Merger Consideration (as defined in the Merger Agreement) over the exercise price per share of such option, less any applicable taxes. Each option with an exercise price per share that is greater than or equal to the Merger Consideration will be cancelled at the completion of the Merger for no consideration;
At the completion of the Merger, any vesting conditions applicable to each outstanding restricted stock award under the Stock Plan (each, a “Restricted Share”) will automatically accelerate in full and be cancelled and will entitle the holder of such Restricted Share to receive (without interest and less any applicable taxes) an amount in cash equal to the number of Restricted Shares multiplied by the Merger Consideration;
At the completion of the Merger, each outstanding performance-based stock award under the Stock Plan (each, a “Performance Share”), whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and each such vested Performance Share will entitle the holder thereof to receive (without interest and less any applicable taxes) an amount in cash equal to the total number of shares subject to such Performance Share based on the higher of target performance and the actual level of performance through the completion of the Merger, as reasonably determined in good faith by the Compensation Committee of the Board of Directors, multiplied by the Merger Consideration. The Performance Shares will vest on a prorated basis as follows: one-third of Performance Shares granted in 2018 will vest, two-thirds of Performance Shares granted in 2017 will vest and 100% of Performance Shares granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration; and
At the completion of the Merger, each long-term incentive cash award, whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and each such vested long-term incentive cash award will entitle the holder thereof to receive (without interest and less any applicable taxes) an amount in cash equal to the higher of target performance and the actual level of performance for such long-term incentive cash award through the completion of the Merger, as reasonably determined in good faith by the Compensation Committee of our Board. The long-term incentive cash awards will vest on a prorated basis as follows: one-third of the long-term incentive cash awards granted in 2018 will vest, two-thirds of the long-term incentive cash awards granted in 2017 will vest and 100% of the long-term incentive cash awards granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration.



68