UNITED STATES 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): June 6, 2007
Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Ohio
|
|
1-4372
|
|
34-0863886 |
|
|
|
|
|
(State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer |
of incorporation)
|
|
File Number)
|
|
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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2007, Forest City Rental Properties Corporation (FCRPC), a wholly owned subsidiary of
Forest City Enterprises, Inc. (the Company), entered into an Amended and Restated Credit
Agreement (Amended Credit Agreement) with KeyBank National Association (KeyBank), as
Administrative Agent, National City Bank (NCB), as Syndication Agent, Bank of America, N.A. (B
of A) and LaSalle Bank National Association (LaSalle), as Co-Documentation Agents, and the
various banks party thereto. The Amended Credit Agreement restates and replaces FCRPCs current
credit agreement dated March 22, 2004, as amended on January 19, 2005, April 7, 2005, January 20,
2006, June 30, 2006 and October 3, 2006, in its entirety and amends the credit agreement as
follows:
Extends the maturity date by one year to March 31, 2010.
Lowers the borrowing rate to 1.45% over LIBOR or 1/2% over the prime rate.
Adds an accordion provision that allows FCRPC to increase the availability under the revolving
line of credit by $150,000,000 to $750,000,000 at any time during the term.
Permits subsidiaries of FCRPC to incur indebtedness to complete acquisitions of portfolios of
assets and permits FCRPC to secure such indebtedness, provided the consideration paid for such
portfolio acquisitions does not exceed $200,000,000 individually or $800,000,000 in the aggregate.
Permits Forest City Capital Corporation (FCCC), a wholly owned subsidiary of FCRPC, to incur
indebtedness, including total rate of return swaps, in favor of non-affiliated third parties in
specified instances or make loans receivable to non-affiliated third parties, provided such
indebtedness or loans receivable do not exceed $200,000,000 at any one time.
Subject to certain limitations, permits FCCC to provide cash, letters of credit or mortgage loans
to any FCRPC subsidiary as additional collateral to secure permitted debt of that subsidiary.
Modifies the cross-collateralization prohibition to permit FCRPC and its subsidiaries to secure
indebtedness with multiple assets in certain specified situations.
Allows for hedge agreements to be entered into or guaranteed by FCRPC or its subsidiaries,
provided they are issued by a bank that is party to the Amended Credit Agreement or are in
compliance with the measured credit risk limitations set forth in the Amended Credit Agreement.
In connection with the Amended Credit Agreement, the Company also entered into an Amended and
Restated Guaranty of Payment of Debt(Amended Guaranty)
for the benefit of KeyBank, NCB, B of A, LaSalle and the various
banks party thereto. The Amended Guaranty restates and replaces the Companys current guaranty
agreement dated as of March 22, 2004, as amended on January 19, 2005, April 7, 2005, January 20,
2006, June 30, 2006 and October 3, 2006, in its entirety and amends the guaranty agreement to make
certain conforming changes to the Amended Guaranty necessitated by the Amended Credit Agreement.
Certain of the lenders under the Amended 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 Amended Credit Agreement and the Amended Guaranty are included as Exhibits 10.1 and 10.2,
respectively. The foregoing discussion of the terms of the Amended Credit Agreement and the Amended
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. Decsription
10.1 Amended and Restated Credit Agreement by and among Forest City Rental Properties Corporation,
KeyBank National Association, as Administrative Agent, National City Bank, as Syndication Agent,
Bank of America, N.A. and LaSalle Bank National Association, as Co-Documentation Agents, and the
banks named therein.
10.2 Amended and Restated Guaranty of Payment of Debt by Forest City Enterprises, Inc. for the benefit of KeyBank National Association, as Administrative Agent, National City Bank, as
Syndication Agent, Bank of America, N.A. and LaSalle Bank National
Association, as Co-Documentation Agents, and the banks named therein.