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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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partnership in order to continue to evaluate the Company and determine whether to deliver a firm proposal to acquire the Company for cash at a later stage of the strategic process.

On November 6, 2017, as directed by our Board, representatives of Lazard and Goldman Sachs invited Brookfield, Sponsor A, Sponsor B, Sponsor C, Sponsor D and Strategic A to continue participating in the strategic process. Also as directed by our Board, representatives of Lazard and Goldman Sachs also conveyed to representatives of Brookfield and Sponsor A that our Board would permit Brookfield and Sponsor A to partner in connection with the strategic process and communicated with Strategic A and Sponsor B about the possibility of partnering with each other. None of these participants accepted the opportunity to partner.

Following the deadline for submission of Round 1 indications but prior to the deadline for submission of Round 2 indications (as defined below), an additional nine financial parties requested information from representatives of Lazard and Goldman Sachs regarding the strategic process in order to evaluate whether to participate in the strategic process. None of these financial parties ultimately executed confidentiality agreements with us in order to participate in the strategic process. Also during this period, Sponsor C and Sponsor D each worked with prospective operating partners to assist with its respective evaluation of the Company in connection with the strategic process.

On November 13, 2017, in view of the breadth and complexity of the strategic process and the determination by our Board to continue to conduct the strategic process efficiently and expeditiously, our Board, acting by unanimous written consent, designated a transaction committee to supervise the strategic process (the “initial transaction committee”). The initial transaction committee replaced the informal steering group. In addition to supervision of the strategic process, the mandate of the initial transaction committee included the authority to report its recommendation to the entire Board as to what action, if any, should be taken by the Company with respect to a potential transaction or other strategic alternative. Arthur Anton, Dr. Cowen, Craig Macnab and Brian Ratner, each of whom served as a director during his term of service on the initial transaction committee, and Z. Jamie Behar, who continues to serve as a director as of the date of this proxy statement, comprised the initial transaction committee. Mr. Anton was elected as Chair of the initial transaction committee. During many meetings of the initial transaction committee, Messrs. Anton, Cowen and Macnab and Ms. Behar, being the independent non-management members of the initial transaction committee, also discussed the strategic process separately with our outside advisors and in executive sessions among themselves.

On November 13, 2017, the initial transaction committee convened a meeting, together with our non-executive chairman, members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. At this meeting, representatives of Sullivan & Cromwell reviewed the duties of the members of the initial transaction committee. Also at this meeting, the initial transaction committee, in consultation with representatives of Sullivan & Cromwell, discussed the mandate of the initial transaction committee as established by our Board and the protocols it would observe in carrying out that mandate. Representatives of Lazard and Goldman Sachs also updated the initial transaction committee on the status of the strategic process.

During November 2017, each of Brookfield, Sponsor A, Sponsor B, Sponsor C, Sponsor D and Strategic A separately participated in individual due diligence sessions with our senior management. At no point prior to the execution of the merger agreement, including during in-person diligence sessions or otherwise, did members of our senior management discuss their post-closing employment arrangements with any participant in the strategic process, including Brookfield.

In connection with the strategic process, in furtherance of our Board’s consideration of operating and structural alternatives as part of the strategic process, our senior management prepared a potential alternative standalone operating plan (the “potential alternative standalone operating plan”) for consideration by our Board. The potential alternative standalone operating plan contemplated the outsourcing of property-management, leasing and numerous back-office functions performed by our personnel and was reviewed by our Board over several meetings beginning in November 2017. As described below, during various meetings, our Board reviewed the

 

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