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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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business case projections. The following table summarizes the results of this review for the select comparable companies and the proportional contribution of the relevant Company segment to NOI for 2022:


     Median NTM
of Company
Segment to NOI


     21.0x        50


     20.6x        43


     15.4x        4

Shopping Center

     23.8x        3

Weighted Average


Lazard then selected and applied a range of EBITDA multiples of 16.7x to 18.7x to estimated terminal year 2022 EBITDA for the real estate portfolio, as set forth in the final business case projections and adjusted for a projected $60 million of land sales and interest and other income, to calculate the terminal value of the Company. The calculation of the terminal value of the Company excluded projected income with respect to land sales at its Stapleton project and interest and other income related to certain notes receivables balances as of June 30, 2018. Lazard selected the range of EBITDA multiples applied to the terminal year EBITDA based on Lazard’s analysis of the weighted average median EBITDA multiple of the select comparable companies, as adjusted based on its professional judgment and experience, and further informed by the Company’s observed historical EBITDA multiple trading discount to the weighted average median of the select comparable companies.

Lazard then calculated an enterprise value range by taking the sum of the estimated discounted cash flows (including the net present value of the implied terminal value) plus an amount in respect of the Stapleton project, based on a long-term cash flow model provided by the Company, and the book value of certain notes receivables balances as of June 30, 2018.

Lazard then calculated an equity value range for the Company by taking the implied enterprise value range minus (i) the principal amount of the Company’s outstanding secured debt as of June 30, 2018, minus (ii) the principal amount of the Company’s term loan maturing in 2021 as of June 30, 2018, plus (iii) the amount of cash and cash equivalents as of June 30, 2018. Lazard divided the resulting equity value range by the fully diluted shares of common stock outstanding as provided by the Company to estimate an implied range per share of common stock and compared it to the total consideration to be paid to holders of common stock (other than Parent and its affiliates) pursuant to the merger agreement:


Implied Price Per Share Range

  Total Consideration  
$20.82 – $26.97   $ 25.35  

Illustrative Comparable Companies Public Trading Analysis

Lazard applied comparable company multiples to perform a valuation analysis of the Company to determine an implied per share value for the common stock. Lazard based its analysis on the proportional contributions of each of the Company’s primary business segments set forth below, referred to as the “Company segments,” to the Company’s NOI for 2018, as reflected in the final business case projections:









Mall; and



Shopping Center.

Lazard reviewed various financial multiples and ratios of selected publicly traded companies that Lazard believed, based on its experience with companies operating in each of the office, multifamily, mall and shopping