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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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contemplated by the merger agreement advisable and in the best interests of the Company and our stockholders. Our Board recommends that you vote “FOR” the Merger Proposal.

Opinion of Lazard

Summary of Opinion

The Company retained Lazard as a financial advisor in connection with the merger. On July 30, 2018, Lazard rendered its written opinion, consistent with its oral opinion rendered on the same date, to our Board that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the total consideration to be paid to holders of common stock (other than Parent and its affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders of common stock.

The full text of Lazard’s written opinion, dated July 30, 2018, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety. The following summary of Lazard’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazard’s opinion and this section carefully and in their entirety.

Lazard’s engagement and its opinion were for the benefit of our Board (in its capacity as such), and Lazard’s opinion was rendered to our Board in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to holders of common stock (other than Parent and its affiliates) of the total consideration to be paid to such holders pursuant to the merger agreement. Lazard’s opinion was not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any matter relating thereto. Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard, as of the date of the opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the opinion. Lazard did not express any opinion as to the price at which shares of common stock may trade at any time subsequent to the announcement of the merger. In addition, Lazard’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which the Company might have engaged or the merits of the underlying decision by the Company to engage in the merger.

In connection with its opinion, Lazard:



Reviewed the financial terms and conditions of the merger agreement;



Reviewed certain publicly available historical business and financial information relating to the Company;



Reviewed various financial forecasts, including the final business case projections described in the section entitled “Unaudited Prospective Financial Information—Final Business Case Projections” beginning on page 80 and other data provided to Lazard by the Company relating to the business of the Company;



Held discussions with members of the senior management of the Company with respect to the business and prospects of the Company;



Reviewed public information with respect to certain other companies in lines of business Lazard believed to be generally relevant in evaluating the business of the Company;



Reviewed historical stock prices and trading volumes of common stock; and



Conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value