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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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Annex B


July 30, 2018

[Letterhead of Lazard Freres & Co. LLC]

The Board of Directors

Forest City Realty Trust, Inc.

127 Public Square

Suite 3100

Cleveland, Ohio 44114

Dear Members of the Board:

We understand that Forest City Realty Trust, Inc., a Maryland corporation (“Company”), Antlia Holdings LLC, a Delaware limited liability company (“Parent”), and Antlia Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of Parent (“Merger Sub”), propose to enter into an Agreement and Plan of Merger, dated as of July 30, 2018 (the “Agreement”), pursuant to which Parent will acquire Company (the “Transaction”). Pursuant to the Agreement, Merger Sub will be merged with and into Company, with Company surviving the merger as a wholly owned subsidiary of Parent, and each outstanding share of the Class A Common Stock, par value $0.01 per share, of Company (“Company Class A Common Stock”), other than shares of Company Class A Common Stock owned by Parent or its affiliates (such holders, collectively, “Excluded Holders”), will be converted into the right to receive $25.35 in cash minus the Pre- Merger Distribution Amount (as defined below) (the “Cash Consideration”). The Agreement provides that, as of the Closing Date (as defined in the Agreement), the Company shall have distributed one hundred percent (100%) of its REIT taxable income, as reasonably estimated by the Company prior to the Closing Date in accordance with Section 7.1(f) of the Agreement (the “Pre-Merger Distribution Amount” and, together with the Cash Consideration, the “Total Consideration”). The terms and conditions of the Transaction are more fully set forth in the Agreement.

You have requested our opinion as of the date hereof as to the fairness, from a financial point of view, to holders of Company Class A Common Stock (other than Excluded Holders) of the Total Consideration to be paid to such holders in the Transaction.

In connection with this opinion, we have:



Reviewed the financial terms and conditions of the Agreement;



Reviewed certain publicly available historical business and financial information relating to Company;



Reviewed various financial forecasts and other data provided to us by Company relating to the business of Company;



Held discussions with members of the senior management of Company with respect to the business and prospects of Company;



Reviewed public information with respect to certain other companies in lines of business we believe to be generally relevant in evaluating the business of Company;



Reviewed historical stock prices and trading volumes of Company Class A Common Stock; and



Conducted such other financial studies, analyses and investigations as we deemed appropriate.