|FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018|
July 30, 2018
[Letterhead of Lazard Freres & Co. LLC]
The Board of Directors
Forest City Realty Trust, Inc.
127 Public Square
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: