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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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11:59 p.m., Eastern Time, on [●], 2018, (iii) delivering a duly executed proxy bearing a later date, (iv) delivering a written revocation to our Corporate Secretary at 127 Public Square, Suite 3100, Cleveland, Ohio 44114 or (v) voting in person at the special meeting. Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy.

Solicitation of Proxies

Our directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means, but they will not be specifically compensated for these services. Brokers, banks or other nominees will be reimbursed by us for expenses they incur in forwarding proxy material to obtain voting instructions from beneficial stockholders. We have also engaged MacKenzie Partners, Inc. (“MacKenzie Partners”) to assist in the solicitation of proxies for a fee of $25,000, plus reimbursement of reasonable expenses. The total cost of solicitation of proxies will be borne by us.

Recommendations and Reasons for the Merger (page [])

After careful consideration, the Board of Directors of Forest City (our “Board”), by a vote of seven to five, has determined that the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of the Company and our stockholders.

Our Board recommends that our stockholders vote “FOR” the Merger Proposal, and also recommends that our stockholders vote “FOR” the Merger-Related Executive Compensation Proposal and that our stockholders vote “FOR” the Adjournment Proposal.

For additional information regarding certain factors our Board considered in making its recommendations, and for the reasons that five dissenting directors voted against approval of the merger, please see the section entitled “The Merger—Reasons for the Merger; Views of our Directors; Recommendations of our Board” beginning on page [●].

Opinion of Lazard Frères & Co. LLC (page [] and Annex B)

On July 30, 2018, Lazard Frères & Co. LLC (“Lazard”) rendered its written opinion, consistent with its oral opinion rendered on the same date, to our Board that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the total consideration to be paid to holders of common stock (other than Parent and its affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders of common stock.

The full text of Lazard’s written opinion, dated July 30, 2018, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety. The following summary of Lazard’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazard’s opinion and this section carefully and in their entirety.

Lazard’s engagement and its opinion were for the benefit of our Board (in its capacity as such), and Lazard’s opinion was rendered to our Board in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to holders of common stock (other than Parent and its affiliates) of the total consideration to be paid to such holders pursuant to the merger agreement. Lazard’s opinion was not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any matter relating thereto.