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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Table of Contents

SUMMARY

This summary highlights information contained elsewhere in this proxy statement and may not contain all of the information that is important to you. We urge you to read carefully this proxy statement, including the attached annexes, and the other documents to which we have referred you because this section does not provide all of the information that might be important to you with respect to the merger and the related matters being considered at the special meeting of stockholders. See also the section entitled “Where You Can Find More Information.” We have included page references to direct you to a more complete description of the topics presented in this summary.

This proxy statement, the notice of special meeting of stockholders (the “special meeting”) of Forest City Realty Trust, Inc., a Maryland corporation (“Forest City,” the “Company” or “we”), and the form of proxy are first being made available to stockholders on or about October 12, 2018.

Special Meeting Basic Information (page 28)

 

   

Date & Time: November 15, 2018 at 9:30 a.m. Eastern Time

 

   

Place: The 39th Floor, Lakeview Room, located in the offices of Thompson Hine LLP, Key Tower, 127 Public Square, Cleveland, Ohio 44114

 

   

Record Date: Close of business on October 11, 2018

The Merger and the Merger Agreement (pages 31, 98)

At the special meeting, Forest City stockholders will be asked to consider and vote on the merger of Antlia Merger Sub Inc. (“Merger Sub”) with and into Forest City, with Forest City surviving the merger (the “merger”) and becoming a subsidiary of Antlia Holdings LLC (“Parent”), an entity affiliated with a Brookfield Asset Management Inc. (“Brookfield”) real estate investment fund, pursuant to the definitive Agreement and Plan of Merger, dated as of July 30, 2018 (the “merger agreement”), among Forest City, Parent and Merger Sub.

If the merger is completed, you, as a holder of Forest City’s Class A common stock, par value $0.01 per share (“common stock”), will be entitled to receive $25.35 per share in cash, which per share amount will be reduced by the per share amount of any quarterly cash dividend that we may declare and pay prior to consummation of the merger (other than any dividends declared and publicly announced on or prior to May 15, 2018) and the per share amount of any cash distribution we may make in order to satisfy a provision in the merger agreement that provides that as of the closing date for the merger (the “closing date,” and the closing of the merger, the “closing”), we will have distributed 100% of our real estate investment trust (“REIT”) taxable income, as reasonably estimated by the Company prior to the closing, in accordance with certain distribution requirements set forth in Section 857(a) of the Internal Revenue Code of 1986, as amended (the “Code”), without interest, subject to any withholding tax. We refer to the amount that you will be entitled to receive per share as described above as the “per share merger consideration.”

For additional information about the merger, please review the merger agreement attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety, as it is the principal document governing the merger.

The Parties to the Merger (page 31)

Forest City

Forest City principally engages in the operation, development, management and acquisition of office, apartment and retail real estate and land throughout the United States. We had approximately $7.9 billion of consolidated



 

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