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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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proposal to our Board. Upon instruction from our Board, Lazard informed Brookfield that our Board would review the April 16 proposal in connection with its review of both our standalone business plan and the events that comprised the strategic process and revert in due course.

In a series of meetings of our Board convened on April 19, 2018, May 11, 2018, May 15, 2018, May 21, 2018 and June 1, 2018, and in numerous small group and one-on-one meetings and conversations, our Board, in consultation with our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell, engaged in a detailed review of their duties as directors, our standalone business plan, current and projected NAV of our assets, the strategic process, the impact of taxes payable in connection with certain transactions effected prior to the conclusion of the built-in gains period, the potential impact of macroeconomic factors on the value of our assets and stock price and the April 16 proposal.

On June 1, 2018, our Board convened a meeting, together with 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 the possible transaction. Representatives of Lazard and Goldman Sachs again reviewed with our Board the terms of the April 16 proposal and related preliminary financial analyses. At this meeting, our senior management reviewed their NAV estimates, which are summarized in the section entitled “—NAV Estimates” beginning on page [●]. After discussion and deliberation, including meetings in executive session without management or advisors present, our Board directed representatives of Lazard and Goldman Sachs to convey to representatives of Brookfield that the pricing contemplated by the April 16 proposal was not at a level at which our Board would be willing to transact, and that Brookfield should submit its “best and final” offer, which message was conveyed to representatives of Brookfield later that day.

On June 6, 2018, representatives of Lazard and Goldman Sachs received a revised proposal letter from representatives of Brookfield (the “June 6 proposal”). The June 6 Proposal contemplated an acquisition of the Company on the same terms as the April 16 Proposal, and an increase in the merger consideration to $25.25 per share in cash. The June 6 proposal was conveyed to our Board later that day.

Based on feedback received from representatives of Lazard and Goldman Sachs and the Company’s agreement to limit transaction fees payable to its advisors to a specified level, on June 15, 2018, representatives of Lazard and Goldman Sachs received a revised proposal letter from representatives of Brookfield (the “June 15 proposal”). The June 15 proposal stated that Brookfield was prepared to increase the merger consideration to $25.35 per share in cash. Representatives of Lazard and Goldman Sachs conveyed the June 15 proposal to our Board later that day.

On June 17, 2018, our Board convened a meeting, together with members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. During the meeting, representatives of Lazard and Goldman Sachs reviewed various preliminary financial analyses related to the June 15 proposal. After discussion and deliberation, our Board agreed that Messrs. James Ratner, LaRue and Ordan and members of our senior management would meet with representatives of Brookfield to review certain positive developments in our business since March 2018 with a view toward persuading Brookfield to improve the financial terms of the June 15 proposal.

On June 18, 2018, Bloomberg News reported that Brookfield and the Company had restarted negotiations for Brookfield to acquire the Company at pricing close to the range of $25.00 to $25.50 per share. The closing price per share of our common stock on June 15, 2018, the last trading day prior to this news report, was $20.03.

On June 19, 2018, as directed by our Board, Messrs. James Ratner, LaRue and Ordan, along with our chief financial officer and representatives of Lazard, met with representatives of Brookfield and a representative of Moelis and reviewed certain positive developments in our business since March 2018.

On June 20, 2018, a representative of Brookfield advised Mr. Ordan that the financial terms of the June 15 proposal represented Brookfield’s “best and final” offer and, while Brookfield appreciated the review of positive

 

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