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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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the risks and uncertainty of remaining an independent public company, including, among others, expected increases in interest rates that could reduce the value of our dividend and increase the cost of debt and the cost to us of obtaining capital to fund future activities;

 

   

challenges in the retail real estate market that could impede development or rent increases or cause declines in rent or increased vacancy in our retail real estate portfolio, or impede our ongoing efforts to divest our retail real estate portfolio on attractive terms;

 

   

the fact that the terms of the merger agreement were the product of arm’s-length negotiations between the parties;

 

   

the fact that Brookfield accepted, and the merger agreement reflects, the employee matters proposal;

 

   

our ability to terminate the merger agreement, under certain circumstances, in order to enter into a definitive agreement providing for a superior proposal if our Board determines, after consultation with advisors and after taking into account any changes to the terms of the merger agreement proposed by Parent, that the superior proposal continues to be a superior proposal, subject to payment of a termination fee of $261 million;

 

   

our Board’s right, under the merger agreement, to withhold, withdraw, qualify or modify its recommendation that our stockholders vote to approve the merger under certain circumstances, subject to payment of a termination fee of $261 million if Parent elects to terminate the merger agreement in such circumstances;

 

   

the fact that the $261 million termination fee and the up to $70 million expense reimbursement payable by us in certain circumstances were negotiated by management, on behalf of our Board, and evaluated by our Board in consultation with the transaction committee and our legal and financial advisors, and were determined by a majority of our Board to be reasonable and unlikely to unduly impede the ability of a third party to make a superior proposal;

 

   

the financial analyses presentations and oral opinions of fairness from a financial point of view delivered by Lazard and Goldman Sachs, each subsequently confirmed by delivery of a written opinion, each dated July 30, 2018, as more fully described in the sections entitled “—Opinion of Lazard” and “—Opinion of Goldman Sachs” beginning on pages [●] and [●], respectively;

 

   

the fact that the cash merger consideration will provide our stockholders with certainty of value and liquidity immediately upon the closing of the merger for all of their shares of common stock;

 

   

the likelihood that the merger will be completed given the commitment of both parties to completing the merger pursuant to their respective obligations under the merger agreement, Brookfield’s size, financial liquidity and proven ability to complete large public company acquisitions on agreed terms, Brookfield’s extensive experience in the real estate industry, the lack of a financing condition for the merger, the absence of any other significant closing conditions under the merger agreement, other than the stockholder approval, and the $488 million reverse termination fee payable to the Company if the merger agreement is terminated in certain circumstances, which payment is guaranteed by the Investors; and

 

   

the fact that the merger would be subject to the approval of our stockholders, and the fact that our stockholders would be free to reject the merger by voting against the merger for any reason, including if a higher offer were to be made prior to the special meeting (although we may be required to pay a termination fee under certain circumstances if we subsequently were to enter into a definitive agreement relating to, or to consummate, an acquisition proposal).

The seven directors who voted for the merger believed that the terms of the merger agreement, including the per share merger consideration, represented the best value and other terms reasonably available for our stockholders and that the merger was in the best interests of the Company and our stockholders, including for the reasons described above. The seven directors who voted for the merger also considered a variety of risks and other potentially negative factors regarding the merger, including the material factors described below.

 

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