Attached files
file | filename |
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EX-10.2 - EX-10.2 - FOREST CITY ENTERPRISES INC | l38725exv10w2.htm |
EX-10.1 - EX-10.1 - FOREST CITY ENTERPRISES INC | l38725exv10w1.htm |
EX-10.3 - EX-10.3 - FOREST CITY ENTERPRISES INC | l38725exv10w3.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 29, 2010
Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Ohio | 1-4372 | 34-0863886 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio |
44113 | |||
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code: 216-621-6060
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Table of Contents
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On January 29, 2010, Forest City Rental Properties Corporation (FCRPC), a wholly owned subsidiary
of Forest City Enterprises, Inc. (the Company), entered into a Second Amended and Restated Credit
Agreement (Credit Agreement) with KeyBank National Association (KeyBank), as Administrative
Agent, PNC Bank, National Association (PNC), as Syndication Agent, Bank of America, N.A. (B of
A), as Documentation Agent, and the various banks party thereto. The Credit Agreement restates
and replaces FCRPCs current credit agreement dated June 6, 2007, as amended on September 10, 2008,
January 30, 2009, October 5, 2009 and October 22, 2009, in its entirety and includes the following
material amendments:
| Extends the maturity date to February 1, 2012. |
||
| Decreases the total borrowings available under the revolving line of credit to
$500,000,000, subject to further reduction from time to time as discussed below and more particularly set forth in the Guaranty. |
||
| Increases the interest rate to a LIBOR Rate Option or Base Rate Option as selected
by FCRPC, with the LIBOR Rate Option defined as the greater of 5.75% or 3.75% over
LIBOR and the Base Rate Option defined as the greater of the LIBOR Rate Option, 1.5%
over the prime rate or 0.5% over the Federal Funds Effective Rate. |
||
| Increases the unused commitment fee to 25 basis points when borrowings under the
Credit Agreement equal or exceed 50% of total available borrowings and 35 basis points
when borrowings are less than 50% of total available borrowings. |
||
| Decreases the swing loans available to the lesser of $27,500,000 or 5.5% of the
total borrowings available under the revolving line of credit. |
||
| Limits the amount of letters of credit and surety bonds collectively available to
20% of the total borrowings available under the revolving
line of credit. |
||
| Requires FCRPC and its subsidiaries to maintain a minimum liquidity of at least $75,000,000 in
unrestricted cash and cash equivalents. |
||
| Requires approximately 20% of the total revolving loan commitment to be reserved
until an equivalent amount of indebtedness of FCRPC, FCRPCs subsidiaries or the Company is retired. |
In connection with the Credit Agreement, FCRPC also entered into a Pledge Agreement (Pledge) with
KeyBank as Agent for itself and the various other banks party to the Credit Agreement. The Pledge
secures FCRPCs obligations under the Credit Agreement by granting a security interest to KeyBank
in FCRPCs right, title and interest as a member, partner, shareholder, or other equity holder of
its direct subsidiaries, including, but not limited to, its right to receive profits, proceeds,
accounts, income, dividends, distributions or return of capital from such subsidiaries, to the
extent the granting of such security interest would not result in a default under project level
financing or the organizational documents of such subsidiary.
In connection with the Credit Agreement, the Company entered into a Second Amended and Restated
Guaranty Agreement (Guaranty) for the benefit of KeyBank, PNC, B of A and the various banks party
to the Credit Agreement. The Guaranty restates and replaces the Companys current guaranty
agreement dated June 6, 2007, as amended on September 10, 2008, January 30, 2009, October 5, 2009
and October 22, 2009, in its entirety and includes the following material amendments:
| Makes certain conforming changes to the Guaranty necessitated by the Credit Agreement. |
||
| Removes the requirement that the Company maintain minimum EBDT thresholds. |
||
| Restricts the Companys and its subsidiaries use of cash on hand and other cash sources
to the Permitted Uses of Cash Sources set forth in the Guaranty. |
||
| Provides for the permanent reduction of the total borrowings available under the
Credit Agreement as the Company generates net proceeds from certain asset sales, joint
ventures, loans, the issuance of additional debt or equity and other capital raising events
in excess of $250,000,000 as set forth in the Guaranty. |
||
| Modifies the determination of the cash flow coverage ratio and consolidated
shareholders equity covenants and increases the minimum required consolidated
shareholders equity to conform to those modifications. |
Table of Contents
Certain of the lenders under the Credit Agreement and their affiliates have performed, and may in
the future perform, various commercial banking, investment banking and other financial advisory
services for the Company and its subsidiaries for which they have received, and will receive,
customary fees and expenses.
The Credit Agreement, Pledge and Guaranty are included as Exhibits 10.1, 10.2 and 10.3,
respectively. The foregoing discussion of the terms of the Credit Agreement, Pledge and Guaranty
is qualified in its entirety by reference to the full text of those exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
The information required by Item 2.03 is included in Item 1.01 above and is incorporated by
reference herein.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No. | Description | |
10.1
|
Second Amended and Restated Credit Agreement, dated as of January 29, 2010, by and among
Forest City Rental Properties Corporation, as Borrower, KeyBank National Association, as
Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America,
N.A., as Documentation Agent and the banks named therein. |
|
10.2
|
Pledge Agreement, dated as of January 29, 2010, by Forest City Rental Properties Corporation
to KeyBank National Association, as Agent for itself and the other Banks |
|
10.3
|
Second Amended and Restated Guaranty of Payment of Debt, dated as of January 29, 2010, by
Forest City Enterprises, Inc., as Guarantor, for the benefit of KeyBank National Association,
as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of
America, N.A., as Documentation Agent and the banks named therein. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
FOREST CITY ENTERPRISES, INC. | ||||
By: | /s/ ROBERT G. OBRIEN | |||
Name: | Robert G. OBrien | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Date:
February 4, 2010
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Second Amended and Restated Credit Agreement, dated as of January 29, 2010, by and among
Forest City Rental Properties Corporation, as Borrower, KeyBank National Association, as
Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America
N.A., as Documentation Agent and the banks named therein. |
|
10.2
|
Pledge Agreement, dated as of January 29, 2010, by Forest City Rental Properties Corporation
to KeyBank National Association, as Agent for itself and the other Banks. |
|
10.3
|
Second Amended and Restated Guaranty of Payment of Debt, dated as of January 29, 2010, by
Forest City Enterprises, Inc. as Guarantor, for the benefit of KeyBank National Association,
as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America
N.A., as Documentation Agent and the banks named therein. |