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SEC Filings

8-K
FOREST CITY REALTY TRUST, INC. filed this Form 8-K on 12/07/2018
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INTRODUCTORY NOTE

This Current Report on Form 8-K is being filed by Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with the completion on December 7, 2018 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 30, 2018 (the “Merger Agreement”), by and among the Company, Antlia Holdings LLC, a Delaware limited liability company (“Parent”), and Antlia Merger Sub Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, an entity affiliated with a Brookfield Asset Management Inc. real estate investment fund.

 

Item 1.02

Termination of a Material Definitive Agreement.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the Merger, Forest City Enterprises, L.P. (“FCE”) terminated (i) the revolving Credit Agreement, dated as of November 17, 2015, by and among FCE, certain of its affiliates party thereto, each lender party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto, as amended, supplemented or otherwise modified from time to time, and (ii) the term loan Credit Agreement, dated as of May 4, 2016, by and among FCE, the Company and certain subsidiaries party thereto, each lender party thereto and Bank of America, N.A., as administrative agent, as amended, supplemented or otherwise modified from time to time, and, in each case, FCE concurrently repaid in whole all advances and other obligations outstanding thereunder.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

On the Closing Date, the Company, Parent and Merger Sub completed the Merger pursuant to the terms of the Merger Agreement. In the Merger, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A Common Stock, par value $0.01 per share, of the Company (each, a “Share” and, collectively, the “Shares”) 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, in each case not held on behalf of third parties) was converted into the right to receive an amount in cash equal to $25.35 per Share (without interest and less any applicable tax withholding) (the “Merger Consideration”).

At the Effective Time, each unexercised outstanding option to purchase Shares under the Company’s 1994 Stock Plan (the “Stock Plan”), whether vested or unvested, was automatically cancelled and the former holder of such option became entitled 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 Effective Time multiplied by the excess, if any, of the Merger Consideration over the exercise price per Share of such option, less any applicable taxes. Each option with an exercise price per Share greater than or equal to the Merger Consideration was cancelled at the Effective Time for no consideration.

At the Effective Time, any vesting conditions applicable to each outstanding restricted stock award under the Stock Plan (excluding any awards subject to performance-based vesting) automatically accelerated in full and were cancelled, and the former holder of such restricted share became entitled 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 Effective Time, each outstanding performance-based stock award under the Stock Plan (each, a “Performance Share”), whether vested or unvested, automatically vested on a prorated basis (as described in the following sentence) and was cancelled, and each such vested Performance Share entitles the former 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 Effective Time, as reasonably determined in good faith by the Compensation Committee of the Company’s Board of Directors, multiplied by the Merger Consideration. The Performance Shares vested on a prorated basis as follows: one-third of Performance Shares granted in 2018 vested, two-thirds of Performance Shares granted in 2017 vested and 100% of Performance Shares granted in 2016 vested and, in each case, the portion of the award that did not vest was forfeited without consideration.

 

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