|FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018|
[Letterhead of Goldman Sachs & Co. LLC]
PERSONAL AND CONFIDENTIAL
July 30, 2018
Board of Directors
Forest City Realty Trust, Inc.
127 Public Square
Cleveland, Ohio 44114
Ladies and Gentlemen:
You have requested our opinion as to the fairness from a financial point of view to the holders (other than Antlia Holdings LLC (Brookfield) and its affiliates) of the outstanding shares of Class A Common Stock, par value $0.01 per share (the Shares), of Forest City Realty Trust, Inc. (the Company) of the Total Consideration (as defined below) to be paid to such holders pursuant to the Agreement and Plan of Merger, dated as of July 30, 2018 (the Agreement), by and among Brookfield, Antlia Merger Sub Inc., a wholly owned subsidiary of Brookfield (Merger Sub), and the Company. The Agreement provides that Merger Sub will be merged with and into the Company and each outstanding Share (other than Shares owned by Brookfield, Merger Sub or any other wholly owned subsidiary of Brookfield, in each case not held on behalf of third parties) will cease to exist and will thereafter represent only the right to receive an amount in cash equal to $25.35 in cash per Share minus the Pre-Merger Distribution Amount (as defined below) (the Cash Consideration). In addition, 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).
Goldman Sachs & Co. LLC and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs & Co. LLC and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans commodities, currencies, credit default swaps and other financial instruments of the Company, Brookfield, any of their respective affiliates and third parties, including Brookfield Asset Management Inc. (BAM), the parent company of Brookfield, and its affiliates and portfolio companies, or any currency or commodity that may be involved in the transaction contemplated by the Agreement (the Transaction). We have acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the Transaction. We expect to receive fees for our services in connection with the Transaction, the principal portion of which is contingent upon consummation of the Transaction, and the Company has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. We have provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which our Investment Banking Division has received, and may receive, compensation, including having acted as the Companys financial advisor in connection with the sale of a portfolio of regional malls announced in October 2017 and having acted as the Companys financial advisor in connection with responding to activism from 2016 to 2017. We have provided certain financial advisory and/or underwriting services to Brookfield and/or its affiliates, including to BAM and its affiliates and portfolio companies, from time to time for which our Investment Banking Division has received, and may receive,