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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

Prior Business Case Projections

This paragraph presents selected elements of the prior business case projections. With respect to NOI, annual forecasts for the fiscal years ended December 31, 2017 through December 31, 2022 were $599 million, $578 million, $633 million, $667 million, $717 million and $754 million, respectively. With respect to EBITDA, annual forecasts for the fiscal years ended December 31, 2017 through December 31, 2022 were $613 million, $627 million, $676 million, $695 million, $740 million and $779 million, respectively. With respect to FFO, annual forecasts for the fiscal years ended December 31, 2017 through December 31, 2022 were $400 million, $450 million, $498 million, $512 million, $561 million and $600 million, respectively. With respect to OFFO, annual forecasts for the fiscal years ended December 31, 2017 through December 31, 2022 were $400 million, $443 million, $500 million, $514 million, $562 million and $602 million, respectively. With respect to OFFO Per Share – Diluted, annual forecasts for the fiscal years ended December 31, 2017 through December 31, 2022 were $1.50, $1.64, $1.83, $1.90, $2.05 and $2.19, respectively. With respect to AFFO, annual forecasts for the fiscal years ended December 31, 2017 through December 31, 2022 were $298 million, $335 million, $392 million, $407 million, $455 million and $493 million, respectively. With respect to Dividends Per Share, annual forecasts for the fiscal years ended December 31, 2017 through December 31, 2022 were $0.46, $0.72, $0.90, $0.99, $1.09 and $1.20, respectively. The foregoing projected financial data has not been updated following August 22, 2017 to reflect events subsequent, and should not be treated as guidance with respect to projected results for the fiscal year ending December 31, 2018 or any other period.

Important Information About the Financial Projections and the NAV Estimates

We refer to the prior business case projections and the final business case projections together as the financial projections. We refer to the NAV estimates and analyses presented above as the NAV information. The financial projections and NAV information are included in this proxy statement solely to give our stockholders access to certain forward-looking information that was made available to our Board, Lazard, Goldman Sachs and Brookfield (as applicable), and are not included in this proxy statement to influence any of our stockholders to vote to approve the Merger Proposal or for any other purpose. The financial projections and NAV information were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. The financial projections and NAV information are subjective in many respects and were prepared solely for our internal use and, in the case of the financial projections, for purposes of Lazard’s and Goldman Sachs’ fairness analyses. The financial projections and NAV information included in this document has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying financial projections and NAV information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the financial projections and NAV information and should not be read to do so. The inclusion of this information in this proxy statement does not constitute an admission or representation by us that any such information is material.

The financial projections were not prepared in accordance with GAAP. We use these non-GAAP financial measures in analyzing our financial results and believe that they enhance investors’ understanding of our financial performance and the comparability of our results to prior periods, as well as against the performance of other REITs. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Our calculation of non-GAAP financial measures may differ from others in the industry and NOI, EBITDA, FFO, OFFO and AFFO are not necessarily comparable with similar titles used by other companies. The non-GAAP financial measures used in the final business case projections were relied upon by each of Lazard and Goldman Sachs, as directed by the transaction committee, for purposes of its respective opinion to our Board as described above in the sections entitled “—Opinion of Lazard

 

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