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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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potential alternative standalone operating plan, including risks to the Company’s standalone operations presented by the potential alternative standalone operating plan, including timing to achieve identified cost savings, market value of cost savings with respect to top line growth, limited public market precedent for the potential alternative standalone operating plan and its potential impact on future potential alternatives that might be available to us.

On November 15, 2017, Scopia sent an unsolicited letter to our Board expressing its view as to the importance of the Company reaching an agreement for a transformative transaction in connection with the strategic process.

On November 18, 2017 and November 26, 2017, the initial transaction committee convened meetings, together with our non-executive chairman, members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. During each meeting, representatives of Lazard and Goldman Sachs updated the initial transaction committee on the status of the strategic process, feedback received from participants in the strategic process and requests from Sponsor C and Sponsor D to involve operating partners in their respective evaluation of the Company. The initial transaction committee provided guidance and direction to representatives of Lazard and Goldman Sachs regarding the strategic process during each meeting. Also during each meeting, our senior management reviewed the potential alternative standalone operating plan and representatives of Lazard and Goldman Sachs reviewed certain financial aspects of the potential alternative standalone operating plan.

On November 28, 2017 and November 29, 2017, our Board convened meetings, which were attended by members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. During the November 28, 2017 meeting, our senior management reviewed with our Board the potential alternative standalone operating plan. During the November 29, 2017 meeting, the initial transaction committee, together with representatives of Lazard and Goldman Sachs, updated our Board on the status of the strategic process and feedback received from participants in the strategic process. Also, representatives of Lazard and Goldman Sachs reviewed with our Board various preliminary financial analyses of the Round 1 indications and the potential alternative standalone operating plan. Finally, our Board discussed that the window for the Company to receive written advance notice of the nomination of a director candidate at the 2018 annual meeting of stockholders (“Nomination Window”) was scheduled to run from December 3, 2017 to January 2, 2018. After discussion and deliberation, our Board concluded that the submission of a notice during the Nomination Window could significantly distract the time and attention of our Board and senior management from the strategic process and, therefore, it was in the best interests of the Company and our stockholders to extend the Nomination Window. Our Board regarded the possibility that one or more activist investors would submit a written advance notice of nomination of one or more director candidates during the Nomination Window as a meaningful one based on feedback from our activist investors received during our prior stockholder outreach and ongoing communications from activist investors to representatives of Lazard.

On November 30, 2017, we announced that because the strategic process was ongoing, our Board had extended the Nomination Window to 5:00 p.m., Eastern Time, on the date that was the earlier of two weeks following the announcement of the conclusion of the strategic process, or February 28, 2018, but in no event earlier than 5:00 p.m., Eastern Time, on January 2, 2018 (such time and date being the Nomination Window deadline prior to the extension).

On December 2, 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. During the meeting, representatives of Lazard and Goldman Sachs updated the initial transaction committee on the status of the strategic process. In addition, representatives of Sullivan & Cromwell reviewed with the initial transaction committee the key terms of a form of merger agreement prepared at the direction of our Board for distribution to participants in the strategic process and received guidance and direction from the initial transaction committee on various key terms.

 

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