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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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developments that we provided, from Brookfield’s perspective these were generally already known to Brookfield and factored into Brookfield’s analysis. The representative of Brookfield also indicated that Brookfield viewed these positive developments as selective in that the Company did not take into account certain recent negative developments. Mr. Ordan also confirmed with Brookfield that Brookfield would accept the Company’s Specific Performance Proposal.

On June 21, 2018, our Board held two meetings, together with our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell, to discuss the June 15 proposal. Following discussion, the directors were evenly split on the advisability of proceeding with a sale to Brookfield on its “best and final” terms. The directors reviewed with each other their respective views on proceeding with Brookfield and discussed the advantages and disadvantages of doing so and potential alternatives available to us if our Board were not to pursue the proposed transaction. Directors discussed the reasons that half of our Board (consisting of Ms. Felman, Mr. Lande, Mr. Molinelli, Ms. Ogilvie, Mr. Ordan and Mr. Schriesheim) was in favor of the proposed transaction, including management’s projected cash flows of the Company, the potential trading multiples based on the earnings and the funds from operations of the Company that could be expected to be achieved in the future and the expected macroeconomic and business execution risk of executing our standalone plan as an independent public company. Directors also discussed the reasons that half of our Board (consisting of Mr. Bacon, Ms. Behar, Mr. LaRue, Mr. Metz, Mr. James Ratner and Mr. Roberts) was against the proposed transaction, including that our senior management’s and certain third parties’ estimates of the NAV of our assets were higher than the proposed “best and final” offer from Brookfield, that a potential sale process closer to the end of the built-in gains period could be attractive to a wider range of potential buyers and thereby, together with any future dividends that may be paid by us during the interim period, potentially provide more value to stockholders than the merger on a time-value and risk-adjusted basis and that there was a possibility that, at the end of the built-in gains period, we could conduct a liquidation on an asset-by-asset basis after the satisfaction of liabilities or sale of substantially all or some lesser portion of our assets that, together with any future dividends that may be paid by us during the interim period, could provide more value to stockholders than the merger on a time-value and risk-adjusted basis, and the fact that Brookfield did not improve the financial terms of June 15 proposal following the discussion on June 19, 2018. A more complete summary of the positive and negative reasons discussed by our Board are described below in the section entitled “—Reasons for the Merger; Views of our Directors; Recommendations of our Board” beginning on page [●]. Directors also discussed among themselves and with advisors the possibility of a tender offer structure in which our Board could make the June 15 proposal available to our stockholders without the need for an affirmative recommendation of our Board. At the conclusion of these meetings, the directors remained evenly split, with six directors in favor of the proposed transaction and six directors against the proposed transaction, and agreed to reconvene in a few days to further discuss the advisability of pursuing the June 15 proposal. Our Board also authorized the independent directors to retain additional counsel on behalf of our Board in connection with our Board’s consideration of the possible transaction and other potential alternatives. On June 22, 2018, our Board retained Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) to provide legal advice regarding these subjects.

On June 26, 2018, our Board convened a meeting, together with members of our senior management and representatives of Lazard, Goldman Sachs, Sullivan & Cromwell and Wachtell Lipton. Representatives of Lazard and Goldman Sachs reviewed with our Board the terms of the June 15 proposal and related preliminary financial analyses. Representatives of Sullivan & Cromwell and Wachtell Lipton reviewed with our Board the proposed transaction structure and the possibility of a tender offer structure in which our Board could make the June 15 proposal available to our stockholders without the need for an affirmative recommendation of our Board (which, after discussion and deliberation, all directors other than our non-executive chairman indicated they supported in concept), and discussed with our Board the duties of directors in this context. Directors discussed at length the desirability of the proposed transaction, including in comparison to the various potential alternatives considered during the strategic process, and the reasons of the directors who supported the pursuit of the proposed transaction and the reasons of the directors who did not support pursuing the proposed transaction. A summary of these positive and negative reasons are described below in the section entitled “—Reasons for the Merger; Views of our Directors; Recommendations of our Board” beginning on page [●]. After discussion and deliberation,

 

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