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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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chairman, who has informed us that he intends to vote the shares of our common stock beneficially owned by him against the Merger Proposal.

As a holder of common stock, what will I receive in the merger?

If the merger is completed, and you do not dispose of your shares of common stock prior to the completion of the merger, you will be entitled to receive an amount equal to the per share merger consideration.

How does the $25.35 per share in cash that a holder of common stock is entitled to receive in the merger compare to the market price of Forest City’s common stock?

The $25.35 per share in cash that a holder of common stock is entitled to receive in the merger represents an approximate 26.6% premium over the closing price of common stock on June 15, 2018, the last trading day prior to a Bloomberg News report that Brookfield was engaging in discussions to acquire the Company, and an approximate 26.7% premium over the volume weighted average price of common stock over the 30-day period ended June 15, 2018.

What happens if the merger is not completed?

If our stockholders do not approve the Merger Proposal, or if the closing does not occur for any other reason, you will not receive any payment for your shares of common stock. Instead, we will remain a public company and common stock will continue to be registered with the SEC and listed on the NYSE. Upon a termination of the merger agreement, under certain limited circumstances, we will be required to pay Parent a termination fee of $261 million. Additionally, under certain limited circumstances, we will be required to reimburse Parent for all of its reasonable and documented out-of-pocket expenses up to a maximum of $70 million. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 118 for a description of the circumstances when these payments would become payable.

Are there any conditions to closing that must be satisfied prior to the closing?

Yes. In addition to the approval of our stockholders described herein, there are a number of conditions that must be satisfied or waived for the merger to be consummated. For more information, see the section entitled “The Merger Agreement—Conditions to the Merger” beginning on page 115.

When do you expect the closing to occur?

We hope to complete the merger as soon as reasonably practicable following the satisfaction of all applicable conditions. If our stockholders approve the Merger Proposal, we expect to complete the merger in the fourth quarter of 2018. However, the merger is subject to various conditions and it is possible that factors outside our control could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger.

If the marketing period relating to Parent’s debt financing has not ended at the time of satisfaction or waiver of all of the applicable conditions, then the closing will occur on the earlier to occur of (a) a date during the marketing period specified by Parent on no less than three business days’ notice and (b) the third business day immediately following the final day of the marketing period. In no event, however, will the closing be required to occur prior to December 10, 2018 pursuant to the merger agreement, unless certain third party consents have been obtained and become effective, or Parent waives the requirement that such consents must be obtained and become effective prior to that date.

If the merger is not completed on or before January 30, 2019 (as such date may be extended as provided in the merger agreement), the merger agreement may at that time be terminated by us or Parent and the merger may then be abandoned.

 

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