Brookfield Asset Management Inc. (TSX:BAM.A) entered into a definitive agreement to acquire Forest City Realty Trust, Inc. (NYSE:FCE.A) from Starboard Value LP, Scopia Capital Management LP, RMS Limited Partnership and others for $6.9 billion on July 30, 2018. Under the terms of the agreement, Brookfield will acquire all of the outstanding shares of common stock of Forest City for $25.35 per share, including Forest City's proportionate share of consolidated and unconsolidated debt. Brookfield will also acquire restricted stock awards, outstanding options and performance-based stock awards for $25.53. Additionally, Forest City does not expect to pay its regular quarterly dividend during the pendency of the transaction. Bank of America N.A., Barclays Bank PLC, Bank of Montreal, BMO Harris Bank N.A., Citibank N.A., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Royal Bank of Canada, and The Toronto-Dominion Bank, New York Branch have committed to provide debt financing for the transaction, consisting of (a) a revolving credit facility in an aggregate principal amount equal to $400 million, (b) a term loan facility in an aggregate principal amount equal to $1.25 billion and (c) a bridge facility in an aggregate principal amount equal to $2.6 billion. Certain entities affiliated with Brookfield have committed to capitalize it, at or immediately prior to the effective time of the transaction, with an aggregate common equity contribution in an amount of up to $3.4 billion, subject to the terms and conditions set forth in an equity funding commitment letter, dated as of July 30, 2018. Post completion of the transaction, Forest City Realty shall operate as a wholly owned subsidiary of Brookfield Asset Management. In the event of termination, Forest City Realty has agreed to pay a termination fee of $261 million to Brookfield Asset Management whereas Brookfield Asset Management has agreed to pay a termination fee of $488 million to Forest City Realty.

The transaction is subject to certain closing conditions including the approval of shareholders of both the companies and antitrust clearance. The transaction is not contingent on receipt of financing. The transaction has been approved by the Board of Directors of Forest City. The Board of Directors of Brookfield Asset Management unanimously authorized the execution and delivery of the merger agreement and declared advisable the transaction. In connection with the transaction, affiliates of Starboard Value LP and Scopia Capital Management LP, which own approximately 14% of Forest City's outstanding shares in the aggregate, have entered into merger support agreements whereby they have agreed to vote their shares in favor of the transaction at the Forest City special meeting. Albert Ratner, co-Chairman and former Chief Executive Officer of Forest City Realty Trust announced his intention to vote against the transaction, and urges his fellow shareholders to vote to reject the transaction. The special meeting of the shareholders of Forest will be held on November 15, 2018. As of November 15, 2018, Forest shareholders approved the deal at the special meeting. The transaction is expected to close in the fourth quarter of 2018. As of November 15, 2018, the deal is expected to close on or prior to December 10, 2018.

Lazard Frères & Co. LLC and Goldman Sachs & Co. LLC are acting as financial advisors to Forest City. Ari B. Blaut, Heather L. Coleman, Joseph B. Frumkin, Andrew S. Mason, Krishna Veeraraghavan and Benjamin R. Weber of Sullivan & Cromwell LLP acted as legal counsel to Forest City. Adam O. Emmerich, Viktor Sapezhnikov, Eric M. Feinstein, Andrea K. Wahlquist, Theodore N. Mirvis, Gregory E. Pessin, Tijana J. Dvornic, David B. Sturgeon of Wachtell, Lipton, Rosen & Katz acted as legal counsel to the Forest City Board of Directors.

Meryl Lynch Canada, Bank of Montreal, TD Securities Inc., Scotia Capital Inc., BofA Merrill Lynch, Barclays Bank PLC, BMO Capital Markets, Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, RBC Capital Markets, Moelis & Company and The Toronto-Dominion Bank, acted as financial advisors to Brookfield. Harvey Uris, Jeremy London, Jonathan Frank, J.A. Glaccum, Dave Holtzmuller, Ryan Knutson, David Levy, Frank Mangiatordi, Christy McElhaney, Richard Oliver and David Polster of Skadden, Arps, Slate, Meagher & Flom LLP.David Herman, Michael J. Aiello, Philip Rosen, W. Michael Bond of Gotshal & Manges LLP, Karrin Powys-Lybbe of Torys LLP and Cleary Gottlieb Steen & Hamilton LLP acted as legal counsel to Brookfield. Scotiabank acted as co-financial advisor to Brookfield. MacKenzie Partners, Inc. acted as the proxy solicitor, The Depository Trust Company acted as the depository, EQ Shareowner Services acted as the transfer agent to Forest City. Forest City will pay a fee $25,000, plus reimbursement of reasonable expenses to MacKenzie Partners, a fee of $27 million to Lazard and a fee of $18 million to Goldman Sachs. Morgan Stanley acted as financial advisor to RMS Limited Partnership. Cleary Gottlieb Steen Hamilton acted as legal advisor in the transaction.

Steve Wilner, Michael Weinberger, Kimberly Brown Blacklow, Daniel Reynolds, John Harrison, Christopher Bachand-Parente, Michelle Ippolito, Angelica Pedraza, David Groman, Rich Lincer, Meme Peponis, Duane McLaughlin, Shirley Lo, Mac Li, Matt Mao, Emily Lozada, Yvonne Wang, Kristen Arn, Paul Gray, Brennan Halloran, Kelsey MacElroy, Maria Maldonado, Neil Markel, Guillaume Le Masson, Sabria Cornish, Chase Lax, Charles Bourquin, William McRae, Lorenz Haselberger, Julian Cardona, Jane VanLare, Benjamin Beller, Kimberly Black, Sandra Rocks, Penelope Christophorou, Derek Bush, Zach Baum, Sara Scanlon and Liliana Santana of Cleary Gottlieb Steen & Hamilton LLP served as legal advisor to a syndicate of banks, comprised of BoA Merrill Lynch, Barclays, BMO Capital Markets, Citigroup Global Markets, Deutsche Bank, RBC Capital Markets and The Toronto-Dominion Bank, who acted as arrangers in connection with the transaction.