|FOREST CITY REALTY TRUST, INC. filed this Form DEFA14A on 11/05/2018|
The first full paragraph on page 65 of the Proxy Statement is deleted in its entirety and replaced in its entirety by the following:
Lazard then selected and applied a range of EBITDA multiples of 16.7x to 18.7x to estimated terminal year 2022 EBITDA for the real estate portfolio, as set forth in the final business case projections and adjusted to exclude a projected $60 million of land sales at its Stapleton project and interest and other income related to certain notes receivables balances of as of June 30, 2018, to calculate the terminal value of the Company. Lazard selected the range of EBITDA multiples applied to the terminal year EBITDA based on Lazards analysis of the weighted average median EBITDA multiple of the select comparable companies, as adjusted based on its professional judgment and experience, and further informed by the Companys observed historical EBITDA multiple trading discount to the weighted average median of the select comparable companies.
The third full paragraph on page 65 of the Proxy Statement is deleted in its entirety and replaced in its entirety by the following:
Lazard then calculated an equity value range for the Company by taking the implied enterprise value range minus (i) $4,145 million, the principal amount of the Companys share of outstanding nonrecourse debt as of June 30, 2018, minus (ii) $335 million, the principal amount of the Companys term loan maturing in 2021 as of June 30, 2018, plus (iii) $511 million, the amount of cash and cash equivalents at Company share as of June 30, 2018. Lazard divided the resulting equity value range by 274.8 million, the number of fully diluted shares of common stock outstanding as provided by the Company, to estimate an implied range per share of common stock and compared it to the total consideration to be paid to holders of common stock (other than Parent and its affiliates) pursuant to the merger agreement:
The last sentence of the fourth full paragraph on page 66 of the Proxy Statement is deleted in its entirety and replaced in its entirety by the following:
The following table summarizes the results of this review for the select comparable companies and the proportional contribution of the relevant Company segment to NOI for 2018: