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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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Table of Contents

THE MERGER

General Description of the Merger

Pursuant to the merger agreement, at the effective time, Merger Sub will merge with and into the Company, whereupon the separate existence of Merger Sub will cease and the Company will survive the merger (the “Surviving Corporation”) as a subsidiary of Parent.

If the merger is completed, pursuant to the terms and subject to the conditions and limitations set forth in the merger agreement, holders of shares of common stock immediately prior to the effective time will receive the per share merger consideration.

After careful consideration, 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 the Company and our stockholders. Under SEC rules, we are also required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger or “golden parachute” compensation. Our Board recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the Merger-Related Executive Compensation Proposal and “FOR” the Adjournment Proposal.

Parties to the Merger

Forest City

Forest City principally engages in the operation, development, management and acquisition of office, apartment and retail real estate and land throughout the United States. We had approximately $7.9 billion of consolidated assets in 17 states and the District of Columbia as of June 30, 2018. Our core markets include Boston, Chicago, Dallas, Denver, Los Angeles, Philadelphia and the greater metropolitan areas of New York City, San Francisco and Washington, D.C. We have regional offices in Boston, Dallas, Denver, Los Angeles, New York City, San Francisco and Washington, D.C. and our corporate headquarters in Cleveland, Ohio.

The address of Forest City is 127 Public Square, Suite 3100, Cleveland, Ohio 44114. The telephone number of Forest City is (216) 621-6060.

Brookfield Parties

Parent, a newly formed Delaware limited liability company, is an affiliate of a Brookfield real estate investment fund. Parent was formed solely for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement, including the financing related to the merger.

Merger Sub is a Maryland corporation newly formed by Parent solely for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement, including the financing related to the merger. Merger Sub is a wholly owned subsidiary of Parent, and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement, including the financing related to the merger. Subject to the terms of the merger agreement, upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

The address of the Brookfield Parties is Brookfield Place, 250 Vesey Street, New York, NY 10281. The telephone number of the Brookfield Parties is (212) 417-7000.

 

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