|FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018|
PRELIMINARY PROXY STATEMENTSUBJECT TO COMPLETION DATED SEPTEMBER 21, 2018
127 Public Square, Suite 3100
Cleveland, Ohio 44114
You are cordially invited to attend a special meeting of stockholders (the special meeting) of Forest City Realty Trust, Inc., a Maryland corporation (Forest City or we), to be held on [●], 2018, at [●] Eastern Time, at [the 39th Floor, Lakeview Room, located in the offices of Thompson Hine LLP, Key Tower, 127 Public Square,] Cleveland, Ohio 44114. At the special meeting, stockholders of Forest City will be asked to consider and vote on the merger of Forest City with Antlia Merger Sub Inc. (Merger Sub), a subsidiary of Antlia Holdings LLC (Parent), an entity affiliated with a Brookfield Asset Management Inc. real estate investment fund, with Forest City surviving the merger (the merger) and becoming a subsidiary of Parent, pursuant to the definitive Agreement and Plan of Merger, dated as of July 30, 2018 (the merger agreement), among Forest City, Parent and Merger Sub. If the merger is completed, you, as a holder of Forest City Class A common stock, par value $0.01 per share (common stock), will be entitled to receive $25.35 per share in cash, which amount will be reduced by the per share amount of any quarterly cash dividend that we may declare and pay prior to consummation of the merger (other than any dividends declared and publicly announced on or prior to May 15, 2018) and the per share amount of any cash distribution we may make in order to satisfy a provision in the merger agreement that provides that as of the closing date of the merger (the closing date), we will have distributed 100% of our real estate investment trust taxable income, as reasonably estimated by Forest City prior to the closing date, in accordance with distribution requirements set forth in the Internal Revenue Code of 1986.
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 Forest City and our stockholders. Our Board recommends that you vote FOR the approval of the merger and the other transactions contemplated by the merger agreement.
The merger and the other transactions contemplated by the merger agreement must be approved by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of common stock as of the close of business on the record date for the special meeting. The notice of the special meeting and the enclosed proxy statement provide you with more specific information about the special meeting, the merger, the merger agreement and the other transactions contemplated by the merger agreement. We encourage you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about Forest City from us or from documents we have filed with the U.S. Securities and Exchange Commission.
We appreciate and encourage your participation in the special meeting. Whether or not you plan to attend the special meeting, it is important that your shares be represented. Accordingly, please authorize a proxy to vote your shares if you do not attend the special meeting. If you attend the special meeting, you may revoke your proxy and vote in person if you so choose. If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling toll-free at 1-800-322-2885.
We look forward to seeing you at the special meeting.