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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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Table of Contents

PROXY STATEMENT

TABLE OF CONTENTS

 

SUMMARY

     1  

Special Meeting Basic Information

     1  

The Merger and the Merger Agreement

     1  

The Parties to the Merger

     1  

Proposal/Voting Overview

     2  

The Special Meeting

     3  

Recommendations and Reasons for the Merger

     5  

Opinion of Lazard Frères & Co. LLC

     5  

Opinion of Goldman Sachs & Co. LLC

     6  

NAV Estimates

     6  

Financing of the Merger

     6  

Interests of Our Directors and Executive Officers in the Merger

     7  

Treatment of Equity-Based Awards and Long-Term Incentive Cash Awards

     7  

Treatment of Purchase Rights Under the Employee Stock Purchase Plan

     8  

Treatment of Common Stock

     8  

Special REIT Taxable Income Distribution

     8  

Effect of Dividends on Per Share Merger Consideration; No Further Quarterly Dividends Expected

     8  

Acquisition Proposals

     9  

Conditions to the Merger

     9  

Closing of the Merger

     9  

Termination of the Merger Agreement

     10  

Termination Fees

     10  

Limited Guaranty

     10  

No Dissenters’ Rights or Rights of Objecting Stockholders

     10  

Material United States Federal Income Tax Consequences

     10  

Delisting and Deregistration of Forest City’s Common Stock

     11  

Merger Support Agreements

     11  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

     12  

What is the proposed transaction?

     12  

Why am I receiving this proxy statement?

     12  

What am I being asked to approve?

     12  

How does our Board recommend that I vote?

     12  

When and where will the special meeting be held?

     12  

How do I vote or authorize a proxy to vote my shares?

     13  

How many votes do I have?

     13  

What vote is required to approve each proposal?

     13  

What constitutes a quorum?

     14  

Why am I being asked to consider and vote on a proposal to approve, by a non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger?

     14  

What will happen if the Company’s stockholders do not approve the Merger-Related Executive Compensation Proposal?

     14  

Have any stockholders already agreed to approve the Merger Proposal?

     14  

How do Forest City’s directors and executive officers intend to vote their shares of common stock in respect of the Merger Proposal?

     14  

As a holder of common stock, what will I receive in the merger?

     15  

How does the $25.35 per share in cash that a holder of common stock is entitled to receive in the merger compare to the market price of Forest City’s common stock?

     15  

What happens if the merger is not completed?

     15  

 

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