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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of the outstanding shares of common stock, as of the date of the opinion, of the total consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, without limitation, any allocation of the total consideration, the merger support agreements, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the merger, whether relative to 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 or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to our Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 27, 2018, and is not necessarily indicative of current market conditions.

Implied Premiums and Multiples Analysis

Goldman Sachs analyzed the $25.35 in cash per share of common stock to be paid to the holders of the outstanding shares of common stock pursuant to the merger agreement in relation to:

 

   

the closing price per share of common stock as of July 27, 2018, the last trading day prior to the execution of the merger agreement;

 

   

the closing price per share of common stock as of June 15, 2018, the last trading day prior to a report that Brookfield was engaging in discussions to acquire the Company;

 

   

the volume weighted average price per share of common stock over the 30-day period ended June 15, 2018;

 

   

the volume weighted average price per share of common stock over the 90-day period ended June 15, 2018;

 

   

the volume weighted average price per share of common stock over the 180-day period ended June 15, 2018;

 

   

the highest and lowest closing price per share of common stock over the 52-week period ended September 8, 2017 (the last full trading day prior to the Company’s announcement of the commencement of the strategic process); and

 

   

median of estimates of the Company’s net asset value, calculated based on published, publicly available Wall Street equity research reports, which are referred to as “NAV Consensus Estimates.

 

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