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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Table of Contents

In connection with Lazard’s services as financial advisor to the Company with respect to the merger, the Company agreed to pay Lazard a fee of $27.0 million, $3.0 million of which became payable upon the execution of the engagement letter with Lazard, $4.0 million of which became payable earlier this year in connection with financial advisory services provided by Lazard and the remainder of which is contingent upon the consummation of the merger.

For a description of the opinion that our Board received from Lazard, please see the section entitled “The Merger—Opinion of Lazard” beginning on page 62.

Opinion of Goldman Sachs & Co. LLC (page 69 and Annex C)

Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered its opinion to our Board that, as of July 30, 2018 and based upon and subject to the factors and assumptions set forth therein, the total consideration to be paid to the holders (other than Parent and its affiliates) of the outstanding shares of common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated July 30, 2018, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of our Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any stockholder of the Company should vote with respect to the merger, or any other matter. The engagement letter between the Company and Goldman Sachs provides for a transaction fee of $18.0 million, $4.7 million of which became payable earlier this year in connection with financial advisory services provided by Goldman Sachs, and the remainder of which is contingent upon consummation of the transaction.

For a description of the opinion that our Board received from Goldman Sachs, please see the section entitled “The Merger—Opinion of Goldman Sachs” beginning on page 69.

NAV Estimates (page 75)

To assist our Board in evaluating our business and performance, including in connection with our Board’s review of operating, strategic, financial and structural alternatives, our management prepared several estimates of the net asset value (“NAV”) of the Company’s assets during April and May of 2018 so that our Board would have an alternative valuation framework in evaluating and ultimately deciding on whether or not to authorize and recommend the merger. Information about NAV and these NAV estimates is presented in the section entitled “The Merger—NAV Estimates” beginning on page 75.

Financing of the Merger (page 83)

We estimate that the total amount of funds required to complete the merger will be approximately $6.97 billion. Parent and Merger Sub expect this amount to be funded through a combination of the following:

 

   

debt financing in an aggregate amount of up to $4.25 billion. See the section entitled “The Merger—Debt Commitment Letter” beginning on page 84; and

 

   

equity financing in an aggregate amount of up to $3.4 billion. See the section entitled “The Merger—Equity Commitment Letter” beginning on page 84.

The completion of the merger is not subject to any financing condition.



 

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