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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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common stock through the end of the applicable year as reflected in the final business case projections to yield illustrative present values per share of common stock ranging from $19.81 to $26.95, as compared to the total consideration of $25.35 per share to be paid to holders of common stock (other than Parent and its affiliates) pursuant to the merger agreement.

Miscellaneous

In connection with Lazard’s services as financial advisor to the Company with respect to the merger, the Company agreed to pay Lazard a fee of $27.0 million, $3.0 million of which became payable upon the execution of the engagement letter with Lazard, $4.0 million of which became payable earlier this year in connection with financial advisory services provided by Lazard and the remainder of which is contingent upon the consummation of the merger. The Company also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under United States federal securities laws.

Lazard and certain of its affiliates in the past have provided, currently are providing, and in the future may provide, certain investment banking services to the Company and certain of its affiliates, for which they have received compensation, including, during the past two years, having provided advisory services to the Company in 2017 and 2018 and advised the special committee of independent directors that negotiated the terms of the Reclassification with RMS in 2017. The aggregate amount of fees paid to Lazard for financial advisory services to the Company in the two-year period prior to the date of Lazard’s opinion was approximately $11.0 million (excluding any portion of the transaction fee described above). Lazard has not received fees for providing financial advisory services to Parent or an entity known by Lazard to be an affiliate of Parent during the last two years.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of the Company, Parent and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of the Company, Parent and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to the Company because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in the real estate industry specifically, as well as its familiarity with the business of the Company.

The Company and Parent determined the total consideration of $25.35 in cash per share of common stock to be paid to the holders of common stock pursuant to the merger agreement through arm’s-length negotiations, and our Board approved such consideration. Lazard did not recommend any specific consideration to our Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the merger. Lazard’s opinion was one of many factors considered by our Board, as discussed in “—Reasons for the Merger; Views of our Directors; Recommendations of our Board” beginning on page 54 of this proxy statement.

Opinion of Goldman Sachs

Goldman Sachs rendered its opinion to our Board that, as of July 30, 2018 and based upon and subject to the factors and assumptions set forth therein, the total consideration to be paid to the holders (other than Parent and its affiliates) of the outstanding shares of common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

 

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