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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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The full text of the written opinion of Goldman Sachs, dated July 30, 2018, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of our Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any stockholder of the Company should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:



the merger agreement;



annual reports to stockholders and annual reports on Form 10-K of the Company for the three years ended December 31, 2017;



the Company’s Registration Statement on Form S-4, including the prospectus contained therein dated September 17, 2015 relating to the common stock;



certain interim reports to stockholders and quarterly reports on Form 10-Q of the Company;



certain other communications from the Company to its stockholders;



certain publicly available research analyst reports for the Company; and



the final business case projections, as approved for Goldman Sachs’ use by the Company. The final business case projections are summarized below in the section entitled “—Unaudited Prospective Financial Information—Final Business Case Projections” beginning on page 80.

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for the common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the real estate industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the final business case projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and, except for a certain third party appraisal report with respect to certain real estate assets of the Company provided by the Company, it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis. Goldman Sachs also assumed, with the consent of the Company, that any special REIT taxable income distribution pursuant to the merger agreement will be paid to holders of shares of common stock immediately prior to the effective time, such that the holders of shares of common stock that receive such amount also receive the per share merger consideration.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to the