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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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our income-producing assets and land held for development as such information could be helpful to our Board in connection with the strategic process.

On January 27, 2018, 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, the initial transaction committee, in consultation with representatives of Lazard and Goldman Sachs, discussed the benefits and considerations associated with engaging a nationally recognized commercial real estate broker or services firm and the range of services that such a broker or services firm could provide. After deliberation and discussion, the initial transaction committee concluded that engaging a nationally recognized commercial real estate services firm to provide market-based input regarding a selected portfolio of the Company’s most significant income-producing properties (the “selected assets”) would be appropriate as such information could be helpful to our Board in connection with the strategic process and serve as a supplement to the comprehensive NAV estimates of our senior management and the third party analysts that cover us.

On January 31, 2018, Bloomberg News reported that Brookfield was in negotiations to acquire the Company at a price that was not meaningfully higher than the then-current trading price of our common stock. The closing price per share of our common stock on January 30, 2018 was $23.14.

On February 2, 2018, a representative of Brookfield conveyed a request to a representative of Lazard that we permit Brookfield to work with Sponsor C as a potential equity financing source in connection with the transaction. The representative of Lazard conveyed this request to the initial transaction committee later that day.

On February 2, 2018, the initial transaction committee engaged a nationally recognized commercial real estate broker to provide market-based input regarding the selected assets. Such input, which was presented to the initial transaction committee on February 18, 2018, is summarized in the section entitled “—NAV Estimates” beginning on page [●].

On February 3, 2018, 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 updated the initial transaction committee on the status of Brookfield’s confirmatory diligence, Brookfield’s request to work with Sponsor C as a potential equity financing source and an upcoming meeting between representatives of Brookfield, Moelis & Company (“Moelis”) (financial advisor to Brookfield), our senior management and representatives of Lazard and Goldman Sachs scheduled for February 6, 2017. After discussion and deliberation, the initial transaction committee approved Brookfield’s request to work with Sponsor C and directed representatives of Lazard and Goldman Sachs to inform Brookfield of the decision, which they conveyed to Brookfield on February 4, 2018. Representatives of Lazard and Goldman Sachs also reviewed with the initial transaction committee various preliminary financial analyses of the Round 2 indication submitted by Strategic A, which were informed by the RemainCo plan.

On February 6, 2018, representatives of Brookfield and Moelis met with our senior management and representatives of Lazard and Goldman Sachs and discussed confirmatory diligence matters.

On February 9, 2018, representatives of Sullivan & Cromwell and Skadden discussed the scope of potential third party consents that could be implicated in the proposed sale of the Company.

On February 13, 2018, as directed by our Board, representatives of Sullivan & Cromwell provided to representatives of Skadden draft confidential disclosure schedules to the draft merger agreement circulated on December 6, 2017. The confidential disclosure schedules to the merger agreement were negotiated and finalized in tandem with the negotiation and finalization of the merger agreement.

 

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