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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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negotiated and finalized in tandem with the negotiation and finalization of the merger agreement. The terms of the equity commitment letter are summarized in the section entitled “—Equity Commitment Letter” beginning on page [●] and the terms of the limited guaranty are summarized in the section entitled “—Limited Guaranty” beginning on page [●].

On July 12, 2018, in order to facilitate an efficient process in connection with matters relating to the possible acquisition of the Company by the Brookfield Parties, our Board unanimously designated an ad hoc committee (the “transaction committee”) comprised of Messrs. LaRue, Metz and Ordan to work with and direct management and advisors to negotiate the final terms of the merger agreement, subject to the final approval of our Board. The members of the transaction committee were chosen based on their significant experience in real estate transactional matters and the fact that they were viewed by our Board to be a representative cross-section of our Board based on views that had been expressed regarding the potential transaction to date and additionally, in the case of Mr. LaRue, because our Board believed that our Chief Executive Officer should serve on the transaction committee.

On July 13, 2018, the transaction committee convened a meeting, together with members of our senior management and representatives of Lazard, Goldman Sachs, Sullivan & Cromwell and Wachtell Lipton. Members of our senior management and representatives of Lazard and Goldman Sachs updated the transaction committee on the status of Brookfield’s confirmatory due diligence.

Later on July 13, 2018, representatives of Sullivan & Cromwell and Skadden discussed open points with respect to the July 9 draft.

On July 14, 2018, representatives of Sullivan & Cromwell updated the transaction committee via email on the open points raised by Skadden on July 13, 2018.

On July 16, 2018, as directed by the transaction committee, members of our senior management met with representatives of Brookfield as part of Brookfield’s confirmatory due diligence.

On July 18, 2018, the Company made available to Brookfield in the online data room the final business case projections, which replaced the prior business case projections included in the online data room and incorporated actual performance for the fiscal quarter ended March 31, 2018 and an updated forecast for the fiscal year ending December 31, 2018. The final business case projections were less favorable for the Company than the prior business case projections provided by the Company in the online data room.

Also on July 18, 2018, the transaction committee convened a meeting, together with members of our senior management and representatives of Lazard, Goldman Sachs, Sullivan & Cromwell and Wachtell Lipton. Senior management updated the transaction committee on their discussions with Brookfield on July 16, 2018.

Representatives of Sullivan & Cromwell reviewed with the transaction committee the open points raised by Skadden on July 13, 2018 and received guidance and direction from the transaction committee.

On July 20, 2018, representatives of Sullivan & Cromwell received from representatives of Skadden a revised draft merger agreement (the “July 20 draft”). With respect to closing certainty, the July 20 draft contemplated a Reverse Termination Fee of 7% of the equity value of the Company at the merger consideration and accepted the Specific Performance Proposal (together, the “RTF Proposal”). With respect to conditionality relating to the procurement of third party consents, the July 20 draft contemplated that if all conditions precedent to the Brookfield Parties’ obligation to close the merger were satisfied, the Brookfield Parties would not be obligated to close the merger until the earlier of the date that certain unspecified third party consents to the merger were obtained and the five-month anniversary of the execution of the merger agreement (the “Third-Party Consents Proposal”). With respect to deal protections, the July 20 draft contemplated that the Brookfield Parties would be entitled to terminate the merger agreement and to receive a Company Termination Fee of 3.75% of the equity

 

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