|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
The Board of Directors
Forest City Realty Trust, Inc.
July 30, 2018
the Special Committee of Class A Directors in connection with the reclassification of Companys common stock in 2017. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of Company, Parent and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of Company, Parent and certain of their respective affiliates. The issuance of this opinion was approved by the Opinion Committee of Lazard.
Our engagement and the opinion expressed herein are for the benefit of the Board of Directors of Company (in its capacity as such) and our opinion is rendered to the Board of Directors of Company in connection with its evaluation of the Transaction. Our opinion is not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Transaction or any matter relating thereto.
Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, the Total Consideration to be paid to holders of Company Class A Common Stock (other than Excluded Holders) in the Transaction is fair, from a financial point of view, to such holders of Company Class A Common Stock (other than Excluded Holders).