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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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finalization of the settlement and, therefore, it was in the best interests of the Company and our stockholders to extend the Nomination Window.

The terms of the settlement negotiated between March 19, 2018 and March 22, 2018 were set out in a draft settlement agreement with each of Starboard and Scopia and a draft amendment to the definitive transaction agreement with respect to the Reclassification with RMS, which definitive transaction agreement provided certain director nomination rights to RMS. Specifically, the proposed settlement contemplated that:

 

   

each of our directors, other than Mr. LaRue, Kenneth Bacon, Ms. Behar and Mr. James Ratner, would resign from our Board;

 

   

each of Michelle Felman, Adam Metz, Marran Ogilvie, William Roberts and Robert Schriesheim would be elected to our Board;

 

   

each of Starboard and Scopia would have the right to designate one additional director for election to our Board (such directors being Gavin Molinelli and Jerome Lande, respectively); and

 

   

RMS would alter its director nomination rights from four members of the Ratner family to two designees, one director who must be independent under NYSE listing standards (such director being Mr. Roberts) and one director who may be either a Ratner family member or independent under NYSE listing standards (such director being Mr. James Ratner).

It was also contemplated at the time of the proposed settlement that Mark S. Ordan would join the reconstituted board, subject to him obtaining approvals from certain other boards on which he served.

On March 22, 2018, our Board convened a meeting, together with members of our senior management and representatives of Lazard and Sullivan & Cromwell. Representatives of Sullivan & Cromwell reviewed the duties of the directors in the context of considering the settlement. Representatives of Lazard reviewed the terms of the settlement negotiated in accordance with our Board’s prior direction. After discussion and deliberation, our Board approved the settlement. The related settlement agreements and amendment to the definitive transaction agreement with respect to the Reclassification were executed later that day.

Later on March 22, 2018, we announced that our Board had concluded the strategic process and that, after extensive evaluation and deliberation, including review and analysis of multiple indications of interest, our Board determined that stockholder value would be better enhanced on a standalone basis than by pursuing a transaction on the terms and pricings of the indications of interest received. This announcement contained a letter from our Board to our stockholders providing additional background with respect to the strategic process. This announcement also outlined the key terms of the settlement. Also, the mandate of the initial transaction committee concluded concurrently with the announcement of the conclusion of the strategic process.

On April 16, 2018, each of Ms. Felman, Mr. Lande, Mr. Metz, Mr. Molinelli, Ms. Ogilvie, Mr. Ordan, Mr. Roberts and Mr. Schriesheim were elected to our Board, and each of our directors at that time, other than Mr. LaRue, Mr. Bacon, Ms. Behar and Mr. James Ratner, resigned from our Board and each committee of our Board on which he or she served. We also issued a press release announcing this reconstitution of our Board.

Later on April 16, 2018, representatives of Lazard and Goldman Sachs received a proposal letter from representatives of Brookfield (the “April 16 proposal”). As with the March 7 proposal, the April 16 proposal contemplated a fully financed acquisition of the Company for $24.50 per share in cash (a decrease from the $25.00 per share as provided in the March 13 proposal) subject to the cessation of future quarterly dividends. However, the April 16 proposal differed from the March 7 proposal by not conditioning the Brookfield Parties’ obligation to close the merger on (1) our procurement of consents from any joint venture partners to a change of control prior to signing a merger agreement, (2) our procurement of consents from any government entities to a change of control related to Company assets and development projects and (3) our completion of a pre-closing internal reorganization. That same day, representatives of Lazard and Goldman Sachs conveyed the April 16

 

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