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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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committee, together with representatives of Lazard and Goldman Sachs, updated our Board on the status of the strategic process, including the Round 2 indications submitted to date, and representatives of Lazard and Goldman Sachs reviewed related preliminary financial analyses. Representatives of Lazard and Goldman Sachs also communicated to our Board that Sponsor C had not yet submitted a Round 2 indication but had expressed that it planned to submit a Round 2 indication the following week.

On December 20, 2017, Sponsor C withdrew from the strategic process citing challenges around identifying operational and development upside in our portfolio and encumbrances on our portfolio. Sponsor C did not submit a Round 2 indication.

On December 21, 2017, the initial transaction committee convened a meeting, together with our non-executive chairman, members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. The initial transaction committee, in consultation with representatives of Lazard and Goldman Sachs, discussed the remaining strategic process participants—Brookfield, Sponsor A, Sponsor B, Sponsor E and Strategic A— including their respective abilities to execute transactions on the terms contemplated by their Round 2 indications, and their respective Round 2 indications. After discussion and deliberation, the initial transaction committee directed representatives of Lazard and Goldman Sachs to request that each of Brookfield and Sponsor A improve the financial terms of their Round 2 indications. The initial transaction committee further directed representatives of Lazard and Goldman Sachs to present Sponsor A with the possibility of partnering with either Sponsor B or Sponsor E, on the basis that Sponsor A may have been underwriting our Development segment on less attractive terms than Brookfield, and that partnering with either Sponsor B or Sponsor E could facilitate Sponsor A’s ability to improve its proposed acquisition price. Representatives of Lazard and Goldman Sachs conveyed these messages to the participants later that day.

On December 23, 2017, the initial transaction committee convened a meeting, together with our non-executive chairman, members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. During the meeting, representatives of Lazard and Goldman Sachs updated the initial transaction committee on their discussions with representatives of Brookfield and Sponsor A. Also during the meeting, our senior management reviewed certain aspects of the potential alternative standalone operating plan.

On December 30, 2017, the initial transaction committee convened a meeting, together with our non-executive chairman, members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell. During the meeting, representatives of Lazard and Goldman Sachs updated the initial transaction committee on their discussions with representatives of Brookfield and Sponsor A.

On January 4, 2018, Brookfield reaffirmed its Round 2 indication without an improvement in financial terms or otherwise. Brookfield’s Round 2 indication remained conditioned on Brookfield being granted 45 days of exclusivity in negotiations with us. Brookfield’s Round 2 indication was subject to remaining due diligence.

On January 5, 2018, Sponsor A submitted a revised Round 2 indication, which remained conditioned on Sponsor A being granted exclusivity in negotiations with us for an unspecified period. Sponsor A’s revised Round 2 indication contemplated an all-cash acquisition of the Company for $25.00 per share but also noted that in the event that the Company was willing and able to execute a spin-off of its ownership interest in those regional malls subject to a previously executed acquisition agreement with Queensland Investment Corporation (“QIC”), that Sponsor A would revise its valuation of the Company to $22.60 per share to reflect the disposition of these assets, which Sponsor A’s Round 2 indication stated equated to approximately $25.71 per share of aggregate consideration to our stockholders inclusive of the proceeds from the spin-off of these ownership interests (if realized). Our senior management had previously concluded, however, in consultation with representatives of Lazard, Goldman Sachs and Sullivan & Cromwell, that the spin-off of these ownership interests was not a feasible structural alternative in view of the terms of the definitive agreement governing the sale of these ownership interests to QIC and the risk and uncertainty associated with spinning-off these ownership interests. Sponsor A’s revised Round 2 indication expressly contemplated the suspension of dividends

 

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