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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

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

What is the proposed transaction?

The proposed transaction is a merger of Merger Sub with and into Forest City, with Forest City surviving the merger and becoming a subsidiary of Parent, an entity affiliated with a Brookfield real estate investment fund.

If the merger is completed, pursuant to the terms and subject to the conditions and limitations set forth in the merger agreement, holders of shares of common stock immediately prior to the effective time will receive the per share merger consideration.

For additional information about the merger, please review the merger agreement attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety, as it is the principal document governing the merger.

Why am I receiving this proxy statement?

You are receiving this proxy statement because the merger cannot be completed unless a majority of the votes entitled to be cast by the holders of the outstanding shares of common stock as of the close of business on the record date vote to approve the Merger Proposal. Our Board is using this proxy statement to solicit proxies from stockholders in connection with the special meeting to obtain such approval. We will hold the special meeting to obtain this approval, as well as approval for the Merger-Related Executive Compensation Proposal and the Adjournment Proposal. This proxy statement contains important information about the Merger Proposal, the Merger-Related Executive Compensation Proposal and the Adjournment Proposal being voted on at the special meeting, and you should read it carefully. The enclosed voting materials allow you to authorize a proxy to vote your shares without attending the special meeting. Your vote is important. We encourage you to authorize a proxy to vote your shares as soon as possible even if you plan to attend the special meeting.

What am I being asked to approve?

At the special meeting, stockholders will be asked to consider and vote upon:

 

   

the Merger Proposal;

 

   

the Merger-Related Executive Compensation Proposal; and

 

   

the Adjournment Proposal.

Pursuant to Maryland law and our Bylaws, only the business specifically designated in the notice of the special meeting may be transacted at the special meeting.

The merger cannot be completed without the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of common stock.

How does our Board recommend that I vote?

After careful consideration, our Board, by a vote of seven to five, has determined that the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of the Company and our stockholders.

Our Board recommends that holders of common stock vote: (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Executive Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

When and where will the special meeting be held?

The special meeting will be held at the 39th Floor, Lakeview Room, located in the offices of Thompson Hine LLP, Key Tower, 127 Public Square, Cleveland, Ohio 44114, on November 15, 2018 at 9:30 a.m. Eastern Time.

 

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