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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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On December 6, 2017, as directed by our Board, representatives of Lazard and Goldman Sachs distributed a process letter (the “Round 2 process letter”), along with the form of merger agreement, to Brookfield, Sponsor A, Sponsor B, Sponsor C, Sponsor D and Strategic A. The Round 2 process letter requested the submission of revised preliminary, non-binding indications of interest (“Round 2 indications”) and a list of key issues with respect to the form of merger agreement for negotiation by December 13, 2017.

On December 7, 2017, a financial sponsor (“Sponsor E”) that had executed a confidentiality agreement, but had declined to submit a Round 1 indication, advised a representative of Lazard that Sponsor E requested to re-engage in the strategic process with a view toward submitting an indication that contemplated the acquisition of our Development segment, either as part of a sale of the Company or as part of a standalone alternative, which request was conveyed to and approved by the initial transaction committee.

On December 9, 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 this meeting, representatives of Lazard and Goldman Sachs updated the initial transaction committee on the status of the strategic process and feedback received from the participants in the strategic process.

On December 12, 2017, Brookfield submitted a Round 2 indication that contemplated an all-cash acquisition of the Company for $26.00 per share. Brookfield’s Round 2 indication was conditioned on Brookfield being granted 45 days of exclusivity in negotiations with us. Brookfield’s Round 2 indication did not address the effect of any dividends that we might pay on the per share consideration that would be payable in the acquisition contemplated by Brookfield’s Round 2 indication.

On December 13, 2017, a representative of Sponsor D notified a representative of Lazard that Sponsor D was withdrawing from the strategic process. Sponsor D did not submit a Round 2 indication but indicated verbally that if Sponsor D had submitted a Round 2 indication, such Round 2 indication would have contemplated an all-cash acquisition of the Company for a per share amount in the “high $23s” range.

Also on December 13, 2017, Strategic A submitted a Round 2 indication that contemplated the Morris Trust transaction on substantially the same economic terms as contemplated in its Round 1 indication. Strategic A’s Round 2 indication was conditioned on Strategic A being granted 60 days of exclusivity in negotiations with us.

On December 15, 2017, Sponsor A submitted a Round 2 indication that contemplated an all-cash acquisition of the Company for $25.00 per share. Sponsor A’s Round 2 indication was conditioned on Sponsor A being granted exclusivity in negotiations with us for an unspecified period.

Also on December 15, 2017, each of Sponsor B and Sponsor E submitted a Round 2 indication that contemplated the acquisition of our Development segment and select operating assets.

On December 16, 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. Representatives of Sullivan & Cromwell reviewed the duties of the directors in the context of evaluating the Round 2 indications. Representatives of Lazard and Goldman Sachs updated the initial transaction committee on the status of the strategic process, including the Round 2 indications submitted to date, and related preliminary financial analyses. Representatives of Lazard and Goldman Sachs also communicated to the initial transaction committee that Sponsor C had not yet submitted a Round 2 indication but had expressed that it planned to submit a Round 2 indication the following week.

On December 17, 2017, our Board convened a meeting, together with members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. Representatives of Sullivan & Cromwell reviewed the duties of the directors in the context of evaluating the Round 2 indications. The initial transaction

 

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