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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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consider transaction costs or related tax implications, which would result in a lower NAV per share than described above in the event of a liquidation of a company’s assets or sale of a company, and the NAV information does not consider the impact of changes in terms of ground lease payments, termination of ground leases or participation payments due to joint venture partners or ground lessors in the event of a sale of the Company. In addition, many of the Company’s assets are not wholly owned, and estimating and/or realizing sales prices for partially owned properties can be more difficult than for wholly owned properties as they often can only be sold at a discount, which may be significant. At the same time, depending on market conditions, the assumptions underlying the NAV estimate and the sale process utilized, the proceeds realizable from a sale of assets may or may not exceed the estimates of the assets’ NAV. Accordingly, actual results will differ, and may differ materially, from those contained in the financial projections and/or the NAV information. The financial projections and NAV information should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in our public filings with the SEC. There can be no assurance that the financial results in the financial projections and/or the NAV information will be realized, or that future actual financial results will not materially vary from those estimated in the financial projections and NAV information.

The inclusion of a summary of the financial projections and NAV information and accompanying narrative above in this proxy statement should not be regarded as an indication that we, Brookfield, our or its affiliates and/or any of our or Brookfield’s respective officers, directors, advisors or other representatives consider this information to be necessarily predictive of actual future events, and this information should not be relied upon as such. None of us, Brookfield, our or Brookfield’s affiliates nor any of our or Brookfield’s respective directors, officers, advisors or other representatives gives any of our stockholders or any other person any assurance that actual results will not differ materially from the financial projections and/or the NAV information, and we, Brookfield, our or Brookfield’s affiliates and/or our or Brookfield’s respective directors, officers, advisors or other representatives undertake no obligation to update or otherwise revise or reconcile the financial projections or NAV information to reflect circumstances existing after the dates on which such information was prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying such information is shown to be in error. Some or all of the assumptions that have been made in connection with the preparation of this information may have changed since the date it was prepared. None of us, Brookfield and/or our or Brookfield’s respective affiliates intend to make publicly available any update or other revision to or reconciliation of the financial projections or NAV information. These considerations should be taken into account in reviewing the financial projections and NAV information, which were prepared as of an earlier date. None of us, our affiliates and/or our or Brookfield’s respective officers, directors, advisors or other representatives has made or makes any representation to any of our stockholders regarding our ultimate performance compared to the information contained in the financial projections or NAV information.

In light of the foregoing factors and the uncertainties inherent in the financial projections and NAV information, our stockholders are cautioned not to place undue, if any, reliance on the financial projections or NAV information.

Financing

We estimate that the total amount of funds required to complete the merger will be approximately $6.97 billion. Parent and Merger Sub expect this amount to be funded through a combination of the following:

 

   

debt financing in an aggregate amount of up to $4.25 billion. See the section below entitled “—Debt Commitment Letter”; and

 

   

equity financing in an aggregate amount of up to $3.4 billion. See the section below entitled “—Equity Commitment Letter.”

The consummation of the merger is not subject to any financing condition.

 

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