Are there any conditions to closing that must be satisfied prior to the closing?
When do you expect the closing to occur?
Will I receive any regular quarterly dividends with respect to the common stock
that I own?
Do any of Forest Citys directors and executive officers have any interest
in the merger that is different from mine?
If my shares of common stock are held in street name by my broker,
will my broker vote my shares for me?
What will happen if I fail to instruct my broker, bank or other nominee how to
What will happen if I fail to vote or I abstain from voting?
What if I return my proxy card without indicating how to
Can I change my vote after I have returned a proxy or voting instruction card?
Are Forest City stockholders entitled to dissenters rights or rights of
objecting stockholders in connection with the merger?
What do I need to do now?
Who is entitled to attend the special meeting?
Who is entitled to vote at the special meeting?
Who will solicit and pay the cost of soliciting proxies?
What happens if the special meeting is postponed or
Where can I find additional information on the Company?
Who can help answer my questions about the special meeting?
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
PROPOSALS TO BE VOTED ON
Proposal 1Proposal to Approve the Merger and the Other Transactions Contemplated
by the Merger Agreement
Proposal 2Non-Binding, Advisory Vote on Merger-Related Compensation for
the Companys Named Executive Officers
Proposal 3Proposal to Approve Adjournments of the Special
THE SPECIAL MEETING
Date, Time and Purpose of the Special Meeting
Record Date, Quorum and Broker Non-Votes
How to Vote in Person or Authorize a Proxy
Proxies and Revocation
Solicitation of Proxies
General Description of the Merger
Parties to the Merger
Background of the Merger
Reasons for the Merger; Views of our Directors; Recommendations of our Board
Opinion of Lazard
Opinion of Goldman Sachs
Unaudited Prospective Financial Information
Important Information About the Financial Projections and the NAV Estimates
Debt Commitment Letter
Equity Commitment Letter
Closing of the Merger
Interests of Our Directors and Executive Officers in the
Indemnification; Directors and Officers Insurance