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SEC Filings

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

FOREST CITY REALTY TRUST, INC.

Key Tower

127 Public Square, Suite 3100

Cleveland, Ohio 44114

www.forestcity.net

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 15, 2018

To our Stockholders:

Forest City Realty Trust, Inc., a Maryland corporation (“Forest City” or “we”), will hold a special meeting of stockholders (the “special meeting”) on November 15, 2018, at 9:30 a.m. Eastern Time, at the 39th Floor, Lakeview Room, located in the offices of Thompson Hine LLP, Key Tower, 127 Public Square, Cleveland, Ohio 44114. At the special meeting, Forest City stockholders will be asked to consider and vote upon:

 

  1.

the merger of Antlia Merger Sub Inc. (“Merger Sub”) with and into Forest City (the “merger”), with Forest City surviving the merger and becoming a subsidiary of Antlia Holdings LLC (“Parent”), an entity affiliated with a Brookfield Asset Management Inc. real estate investment fund, pursuant to the definitive Agreement and Plan of Merger, dated as of July 30, 2018 (the “merger agreement”), among Forest City, Parent and Merger Sub, and the other transactions contemplated by the merger agreement (the “Merger Proposal”);

 

  2.

by a non-binding, advisory vote, certain compensation arrangements for Forest City’s named executive officers in connection with the merger (the “Merger-Related Executive Compensation Proposal”); and

 

  3.

any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the Merger Proposal (the “Adjournment Proposal”).

The foregoing items of business are more fully described in the enclosed proxy statement, which forms a part of this notice and is incorporated herein by reference. Pursuant to Maryland law and our Amended and Restated Bylaws, only the business specifically designated in this notice may be transacted at the special meeting.

After careful consideration, the Board of Directors of Forest City (our “Board”), by a vote of seven to five, has declared 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 Forest City and our stockholders. Our Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger-Related Executive Compensation Proposal and “FOR” the Adjournment Proposal.

Record holders of Forest City Class A common stock, par value $0.01 per share (“common stock”), at the close of business on October 11, 2018 (the “record date”) are entitled to receive notice of and to vote at the special meeting or any postponement or adjournment thereof if such special meeting, as postponed or adjourned, occurs within 120 days of the record date. If you hold your common stock in the name of a broker, bank or other nominee, only that entity can vote your shares. Please give instructions as to how you wish your shares to be voted to the person responsible for your account.

Approval of the Merger Proposal requires the affirmative vote of 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. Approval of the