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SEC Filings

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


At the Effective Time, each outstanding performance-based cash award under the Company’s long-term incentive plans (each, a “Long-Term Incentive Cash Award”), whether vested or unvested, automatically vested on a prorated basis (as described in the following sentence) and was cancelled, and each such vested Long-Term Incentive Cash Award entitles the former holder of 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 Effective Time, as reasonably determined in good faith by the Compensation Committee of the Company’s Board of Directors. The Long-Term Incentive Cash Awards vested on a prorated basis as follows: one-third of Long-Term Incentive Cash Awards granted in 2018 vested, two-thirds of Long-Term Incentive Cash Awards granted in 2017 vested and 100% of Long-Term Incentive Cash Awards granted in 2016 vested and, in each case, the portion of the award that did not vest was forfeited without consideration.

At the Effective Time, each hypothetical Share (each, a “Deferred Compensation Share”) credited to the account of each participant in the Company’s deferred compensation plans for non-employee directors was automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the Merger Consideration, which resulting amount is payable to such participant in accordance with the same terms, conditions and deferral elections as applied to such Deferred Compensation Share immediately prior to the Effective Time.

The foregoing description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 31, 2018, and is incorporated herein by reference.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On December 7, 2018, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that the NYSE suspend trading in the Shares and file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting from the NYSE and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the outstanding Shares. As a result, all Shares were removed from trading on the NYSE on December 7, 2018 at the close of trading on the NYSE. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13(a) and 15(d) of the Exchange Act with respect to the Shares. Once such measures become effective, the Company will no longer be required to prepare and file public reports and will cease to file reports with the SEC.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, each holder of Shares immediately prior to such time ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration pursuant to the Merger Agreement.

 

Item 5.01

Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, as a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. Except as set forth in this Current Report on Form 8-K and in the Merger Agreement, there are no arrangements or understandings among members of the former and new control groups and their associates with respect to the election of directors or other matters. To the knowledge of the Company, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company. The total consideration paid by Parent with respect to the Merger consisted of the following: (i) an equity contribution made, directly or indirectly, to Merger Sub and (ii) indebtedness under (A) that certain Credit Agreement, dated as of the Closing Date, among the Company, Forest City Properties, LLC, as the borrower for purposes of the borrowing of the loans thereunder on the Closing Date, Forest City Enterprises, LP, as the borrower at any time after the initial borrowing of the loans on the Closing Date, the lenders from time to time party thereto, the issuing banks party thereto, Bank of America, N.A., in its capacities as administrative agent and collateral agent, as the other parties thereto, and (B) certain mortgage and/or mezzanine loan agreements, dated as of the Closing Date, entered into among property-owning subsidiaries, indirectly owned by the Company, and the lenders party thereto.

 

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