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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated herein by reference contain forward-looking statements within the meaning of the federal securities laws. Statements that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon our current beliefs as to the outcome and timing of future events. There can be no assurance that actual future developments affecting us will be those anticipated by us. We caution investors that any forward-looking statements presented in this proxy statement are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “result” or similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to:

 

   

the pendency of the merger, which could adversely affect our business and operations;

 

   

incurrence of substantial costs in connection with the proposed merger and related transactions, such as legal, accounting, financial advisory, filing, printing and mailing fees;

 

   

diversion of management focus and resources from operational matters and other strategic opportunities while working to implement the merger;

 

   

our inability to attract and retain key personnel during the pendency of the merger;

 

   

the effect of restrictions on our operations in the merger agreement;

 

   

merger agreement provisions that could discourage a potential competing acquirer or could result in any competing acquisition offer being at a lower price than it might otherwise be;

 

   

our ability to obtain the required stockholder approval required to consummate the proposed merger;

 

   

the satisfaction or waiver of other conditions in the merger agreement;

 

   

the outcome of any legal proceedings that may be instituted against us and others related to the merger agreement;

 

   

the risk that the merger or the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all;

 

   

our ability to implement our operating strategy;

 

   

conditions associated with the real estate markets in which we operate, customer financial difficulties and general economic conditions;

 

   

changes in economic cycles;

 

   

applicable regulatory changes;

 

   

competition within the real estate industry;

 

   

our failure to maintain our status as a REIT under the Code; and

 

   

other risks and uncertainties detailed from time to time in our SEC filings.

 

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