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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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that it was continuing to pursue an all-cash acquisition of the Company for $26.00 per share (the “Exclusivity Period”).

On January 12, 2018, representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), legal counsel to Brookfield, provided comments to the draft exclusivity agreement to representatives of Sullivan & Cromwell. The comments provided by representatives of Skadden substantially preserved the Exclusivity Period construct contained in the January 10, 2018 draft of the exclusivity agreement. Based on guidance received at the January 7, 2018 meeting of our Board, representatives of Sullivan & Cromwell negotiated with representatives of Skadden and finalized all open points in the draft exclusivity agreement later that day, subject to final approval by the initial transaction committee.

On January 13, 2018, 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 Sullivan & Cromwell reviewed with the initial transaction committee the terms of the draft exclusivity agreement. After discussion and deliberation, the initial transaction committee approved the Company’s execution of the exclusivity agreement.

On January 15, 2018, the exclusivity agreement was executed.

During the Exclusivity Period, in an effort to facilitate a transaction on the terms and pricing contemplated by Brookfield’s Round 2 indication, representatives of Brookfield were provided with tours of assets in our core and select non-core markets, participated in several meetings with our senior management and were provided with information to permit them and their debt financing sources to perform detailed financial, accounting, tax, legal and organizational diligence.

On January 18, 2018, a representative of Brookfield conveyed a request to a representative of Lazard that Brookfield be permitted to share information related to certain of our assets or a portfolio of certain of our assets with Sponsor A. The representative of Brookfield also conveyed that Brookfield would continue to lead the potential transaction and that Brookfield expected that any involvement of Sponsor A would be on a post-closing basis only. The representative of Lazard conveyed this information to the initial transaction committee later that day.

On January 20, 2018, the initial transaction committee convened a meeting, together with members of our senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell, during which the initial transaction committee decided not to grant Brookfield’s request because the initial transaction committee believed, based on Brookfield’s Round 2 indication and communications from Brookfield to date, that Brookfield would be able to confirm it would be able to complete an all-cash acquisition of the Company for $26.00 per share independently and permitting Brookfield to work with Sponsor A could lessen the competitive pressure on Brookfield to do so. The initial transaction committee directed representatives of Lazard and Goldman Sachs to convey this decision to representatives of Brookfield. Later on January 20, 2018, as directed by the initial transaction committee, a representative of Lazard conveyed to a representative of Brookfield that the Company would not accept Brookfield’s request to share certain information about our assets with Sponsor A.

In response to additional feedback from Brookfield conveyed by the representative of Lazard to the initial transaction committee, on January 21, 2018, and after further discussion and deliberation, the initial transaction committee approved Brookfield’s request to share certain information about our assets with Sponsor A, and directed representatives of Lazard to convey this approval to Brookfield, which the representatives of Lazard did later that day.

On January 24, 2018, based on feedback from several of our directors and members of our senior management, our non-executive chairman made a request to Messrs. Anton and Cowen that the initial transaction committee consider engaging a nationally recognized commercial real estate broker to provide a broker opinion of value on

 

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