Bank of America Investment Banking Pitch Book
No-Shop Provision
Certain Termination
Provisions
Certain Closing
Conditions
Summary of Selected Transaction Terms (Cont'd)
■ No-shop provision, subject to exercise of KCP's Special Committee's fiduciary duties with respect to a superior proposal
Mutual written consent
■ If the merger has not been consummated within 180 days from signing of the merger agreement
By the non-breaching party if the other party materially breaches the merger agreement
■ Change in recommendation by the Company Board or the Special Committee in response to a superior proposal or an
intervening event
Under certain circumstances, expenses must be reimbursed by the other party, the Company will pay a $3 million
termination fee in connection with a change in recommendation and Parent will pay the Company, in the case of failure
to obtain financing, a $3 million fee, or in the case of a material uncured breach by Parent, a $15 million fee
■ Approval by a majority of the outstanding shares of KCP Class A common stock held by shareholders other than family
shareholders, including Mr. Cole and affiliates or associates of family shareholders
Absence of legal prohibitions
■ No KCP material adverse effect
Sewnor: Draft, dated June 4, 2012, of Agreement and Plan of Merger.
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Bank of America
Merrill LynchView entire presentation