FCE.B Forest City Realty Trust, Inc. (delisted)

R ISK F ACTORS

In addition to the other information included in and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section entitled “ Special Note Regarding Forward-Looking Statements ” beginning on page [●], you should read and carefully consider the following risks before deciding how to vote on the proposals to be considered and voted upon at the Annual Meeting. In addition, you should read and consider the risks associated with the businesses of the Company found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as updated by any subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled “ Where You Can Find More Information ” beginning on page [●].

The Reclassification may not benefit the Company or stockholders.

The Reclassification may not result in the recognition of stockholder value or improve the liquidity and marketability of the Company’s equity. Furthermore, market volatility, as well as general economic, market or political conditions, could cause a reduction in the market price and liquidity of shares of Class A Common Stock following the Reclassification.

The Company will incur significant costs in connection with the Reclassification, which may be in excess of those anticipated by the Company.

The Company has incurred and will incur substantial non-recurring costs and expenses in connection with the negotiation and completion of the proposed Reclassification. These costs and expenses include, among others, the costs and expenses of printing and mailing this proxy statement/prospectus, all filing and other fees paid to the SEC in connection with the Reclassification, and professional and consulting fees incurred related to the Reclassification. These costs and expenses, as well as other unanticipated costs and expenses, could have an adverse effect on the financial condition and operating results of the Company following the proposed Reclassification.

RMS, the stockholder that has the most significant voting power in the Company, has interests in the Reclassification that are different from, or in addition to, the interests of other stockholders.

As of the Record Date, RMS beneficially owned [●] Class A shares and [●] Class B shares, which represents approximately [●]% voting interest in the Company (based on the number of shares of Common Stock issued and outstanding as of the Record Date). If the Reclassification is completed, RMS will beneficially own [●] Class A shares, which will represent approximately [●]% voting interest in the Company (based on RMS’s beneficial ownership as of, and the number of shares of Common Stock issued and outstanding as of, the Record Date).

RMS is also party to the Reclassification Agreement. Pursuant to the Reclassification Agreement, on the terms and subject to the conditions set forth therein, the Company will (i) include in the slate of nominees recommended by the Board each of Brian J. Ratner, James A. Ratner, Ronald A. Ratner and Deborah Ratner Salzberg (or a replacement identified by RMS as described in the Reclassification Agreement) to stand for election as directors at the Company’s 2017, 2018 and 2019 annual stockholders meetings. In addition, so long as the Ratner Family Members, in the aggregate, continue to beneficially own 18,153,421 Class A shares (adjusted for any stock dividend, stock split, reverse stock split or similar transaction) (or any successor security) following completion of the Reclassification, on the terms and subject to the conditions set forth in the Reclassification Agreement, the Company will also include in the slate of nominees recommended by the Board two individuals designated by RMS (or, if RMS is unable to make such designation 15 business days prior to the first anniversary of mailing of the Company’s proxy statement with respect to the 2019 annual stockholder meeting, two Ratner Family Members as designated by the Board) who are reasonably acceptable to the Company’s Corporate Governance and Nominating Committee to stand for election as directors at the 2020 and 2021 annual stockholder meetings.

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As a result of its significant voting power and its rights under the Reclassification Agreement, RMS has interests in the Reclassification that are different from, or in addition to, the interests of certain other stockholders. The members of the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Reclassification Agreement and in determining to unanimously recommend that the Board determine that the Reclassification is advisable and in the best interests of the Company. Further, the members of the Board were aware of and considered these interests, among other matters, when the Board authorized and approved the Reclassification and declared the Reclassification Amendment advisable, fair and in the best interests of the Company.

Certain officers and directors of the Company have interests in the Reclassification that are different from, or in addition to, the interests of other stockholders.

Certain members of the Company’s management and the Board have interests in the Reclassification that are different from, or in addition to, the interests of holders of Class A shares and/or Class B shares. These interests include, among others, the Company’s agreement pursuant to the Reclassification Agreement to include in the slate of nominees recommended by the Board current directors Brian J. Ratner, James A. Ratner, Ronald A. Ratner and Deborah Ratner Salzberg (or a replacement identified by RMS as described in the Reclassification Agreement) to stand for election as directors at the Company’s 2017, 2018 and 2019 annual stockholders meetings. See the section of this proxy statement/prospectus entitled “ The Reclassification—Interests of Certain Persons in the Reclassification. ”

The members of the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Reclassification Agreement and in determining to unanimously recommend that the Board determine that the Reclassification Amendment is advisable and in the best interests of the Company. Further, the members of the Board were aware of and considered these interests, among other matters, when the Board authorized and approved the Reclassification and declared the Reclassification Amendment advisable, fair and in the best interests of the Company.

Failure to consummate the Reclassification could adversely affect the price of the Class A Common Stock and/or the Class B Common Stock.

Under the terms of the Reclassification Agreement, the Company and RMS’s obligation to consummate the Reclassification is subject to customary conditions. The Company cannot be certain that these conditions will be satisfied. If the Reclassification Agreement is terminated for failure to satisfy a condition precedent or for any other reason, the Company and/or RMS may determine to not pursue the Reclassification.

If the Reclassification is not completed, the Company’s businesses and financial results may be adversely affected as follows:

Under certain circumstances, the Company may be required to reimburse certain of RMS’s expenses even if the Reclassification Agreement is terminated.

Pursuant to the Reimbursement Agreement, on the terms and subject to the conditions set forth therein, the Company agreed to reimburse RMS (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents) and each Member of the Ratner Family (as defined in the Reimbursement Agreement, which includes members of the Company’s current Board and certain executive officers) for certain costs, fees, expenses, losses, damages and liabilities. Specifically, the Company agreed to reimburse RMS (together with its

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officers, directors, employees, beneficiaries, trustees, representatives and agents) for reasonable and documented fees and out-of-pocket expenses of RMS’s financial, legal and public relations advisors incurred in evaluating and negotiating the Reclassification. In addition, the Company agreed to reimburse each Member of the Ratner Family (as defined in the Reimbursement Agreement, which includes members of the Company’s current Board and certain executive officers) and RMS (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents) (collectively, the “ Reimbursed Persons ”) for (i) reasonable costs and expenses incurred by each Reimbursed Person in connection with any Proceeding (as defined in the Reimbursement Agreement) to which such Reimbursed Person is a party or otherwise involved in and (ii) any losses, damages or liabilities actually and reasonably suffered or incurred in any such Proceeding by a Reimbursed Person. These reimbursement obligations are not subject to a cap and may be potentially significant for the Company. Further, even if the Reclassification Agreement were terminated, the Company’s obligations under the Reimbursement Agreement would survive. As of December 31, 2016, the Company incurred an aggregate amount of $1,541,500 in reimbursements to the Reimbursed Persons.

The market price of shares of Class A Common stock will continue to fluctuate after the Reclassification.

If the Reclassification is completed, holders of Class B Common Stock will become holders of shares of Class A Common Stock. The market price of shares of Class A Common Stock may fluctuate significantly following completion of the Reclassification and holders of Class B Common Stock could lose some or all of the value of their investment in Class A Common Stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times, which, if they continue to occur, could have a significant adverse effect on the market for, or liquidity of, the Class A Common Stock, regardless of the Company’s actual operating performance.

The market price of Class A shares may decline in the future as a result of the sale of Class A shares held by former Class B stockholders or current Class A stockholders.

Based on the number of Class B shares issued and outstanding as of the Record Date, the Company expects to issue up to approximately [●] Class A shares to Class B stockholders in the Reclassification. Following their receipt of Class A shares in the Reclassification, former Class B stockholders may seek to sell the Class A shares delivered to them. Other Class A stockholders may also seek to sell Class A shares held by them following, or in anticipation of, completion of the Reclassification. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of Class A shares, may affect the market for, and the market price of, Class A Common Stock in an adverse manner.

Lawsuits have been filed against the Company, certain current and former members of the Board, RMS and certain Ratner Family Members, and an adverse determination in such lawsuits may prevent the Reclassification from becoming effective or from becoming effective within the expected timeframe .

The Company, certain current and former members of the Board, RMS and certain Ratner Family Members are named as defendants in two putative class action lawsuits brought by purported Class A stockholders as well as a derivative lawsuit challenging the proposed Reclassification, seeking, among other things, to enjoin the completion of the Reclassification on the terms described in this proxy statement/prospectus. The outcome of such litigation is uncertain. If dismissals are not granted or settlements are not reached, this litigation could prevent or delay completion of the Reclassification and result in substantial costs to the Company. Other persons or entities may file additional lawsuits against the Company, members of the Board, members of the Company’s management, RMS, or members of the Ratner, Miller and Shafran families in connection with the Reclassification.

For more detailed information regarding the lawsuits noted above, see the section of this proxy statement/prospectus entitled “ The Reclassification—Litigation Related to the Reclassification .”

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T HE A NNUAL M EETING

Place, Date and Time

The Annual Meeting is scheduled to be held in the 6th floor Riverview Room of the Ritz-Carlton Hotel, Tower City Center, 1515 West Third Street, Cleveland, Ohio 44113, on [●], 2017 at [●] p.m., Eastern Time.

Purpose of the Annual Meeting

The Annual Meeting is being held for the purpose of considering and voting upon:

Recommendations of the Board

With regard to the election of directors, the Board recommends that:

The Board also recommends that you vote “ FO R” each of the following proposals:

Record Date; Stock Entitled to Vote

Only holders of record of Class A shares and/or Class B shares at the close of business on [●], 2017 are entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof.

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Quorum

The presence, either in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter is necessary to constitute a quorum at the Annual Meeting. Shares of Common Stock represented by a properly completed proxy will be treated as present at the Annual Meeting for purposes of determining a quorum. Broker non-votes, if any, and abstentions will be counted for purposes of determining whether a quorum is present. If a share of Common Stock is present at the Annual Meeting, it is deemed present for quorum purposes throughout the meeting.

Required Vote; Abstentions and Broker Non-Votes

The vote required to approve each proposal is as follows:

Each Class A stockholder is entitled to one vote per Class A share and each Class B stockholder is entitled to ten votes per Class B share.

Voting by the Company’s Directors and Executive Officers

As of the Record Date, the directors and executive officers of the Company and their affiliates as a group beneficially owned and were entitled to vote [●] shares of Class A Common Stock and [●] shares of Class B Common Stock, representing [●]% of the issued and outstanding Class A shares and [●]% of the issued and

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outstanding Class B shares and [●]% of the total vote on matters being voted on by holders of Class A shares and Class B shares voting together. The Company currently expects that its directors and executive officers will vote their shares “ FOR ” the Reclassification Proposal.

As described in the section entitled “ Security Ownership of Certain Beneficial Owners and Management ,” Ronald A. Ratner, Brian J. Ratner and Deborah Ratner Salzberg, each a current director of the Company, have beneficial ownership and shared voting power over shares of Common Stock as a result of their status as general partners of RMS. On the terms and subject to the conditions set forth in the Reclassification Agreement, RMS agreed to vote all shares of Common Stock beneficially owned by RMS, representing [●]% of the total outstanding Class A shares as of the Record Date and [●]% of the total outstanding Class B shares as of the Record Date, in support of the Reclassification Proposal at the Annual Meeting.

How to Vote

If you are a stockholder of record at the close of business on the Record Date, you may vote in person at the Annual Meeting or authorize a proxy to vote your shares, in which case you may:

The WHITE proxy card also confers discretionary authority on the individuals appointed by the Board and named on the WHITE proxy card to vote the shares represented by the WHITE proxy card on any other matter that is properly presented for consideration at the Annual Meeting and any postponement or adjournment thereof.

Detailed instructions for using the telephone and internet options for voting by proxy are set forth on the WHITE proxy card accompanying this proxy statement. Because the internet and telephone services authenticate stockholders by use of a control number, you must have the WHITE proxy card available in order to use these services to authorize a proxy to vote. Proxies submitted by telephone or internet must be received by 11:59 p.m., Eastern Time, on [●], 2017. If you choose to authorize a proxy to vote by telephone or internet, you do not need to return the WHITE proxy card.

If you submit a properly executed WHITE proxy card but do not specify how you want to vote, your shares will be voted “ FOR ” the election of each of the Company’s nominees for director; “ FOR ” advisory approval of the compensation of the Company’s Named Executive Officers; for the option of “ Every One Year ” as the preferred frequency for advisory votes on the compensation of the Company’s Named Executive Officers; “ FOR ” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017; “ FOR ” the Reclassification Proposal and “ FOR ” the Adjournment Proposal. The proxy holders will vote all proxies in their discretion on any other matters that may properly come before the Annual Meeting.

If your shares of Common Stock are held in “street name” by a broker, bank, trust or other nominee, then you are not the stockholder of record. In that case, to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank, trust or other nominee and present it at the Annual Meeting.

No Appraisal Rights

No dissenters’ or appraisal rights, or rights of objecting stockholders under Title 3, Subtitle 2 of the MGCL will be available to holders of Class A shares or Class B shares with respect to the Reclassification Amendment or the other transactions contemplated by the Reclassification.

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Results of the Annual Meeting

The preliminary voting results will be announced at the Annual Meeting. In addition, within four business days following the Annual Meeting, the Company will file the final voting results with the SEC on a Current Report on Form 8-K, provided that the final voting results have been certified within that four business day period. If the final voting results have not been certified within that four business day period, the Company will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four business days of the date that the final results are certified.

STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MATTERS TO BE CONSIDERED AND VOTED ON AT THE ANNUAL MEETING.

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T HE R ECLASSIFICATION

The descriptions of the material terms of the Reclassification and the Reclassification Agreement set forth below are not intended to be complete descriptions thereof. These descriptions are qualified by reference to (i) the proposed amended and restated charter of the Company attached to this proxy statement/prospectus as Annex A, and (ii) the Reclassification Agreement attached to this proxy statement/prospectus as Annex B and incorporated by reference herein. The Company urges all stockholders to read these documents carefully and in their entirety.

Information about the Company

Forest City Realty Trust, Inc.

Terminal Tower, 50 Public Square

Suite 1100

Cleveland, Ohio 44113

(216) 621-6060

The Company, a Maryland corporation, principally engages in the ownership, development, management and acquisition of office, retail and residential real estate and land throughout the United States. The Company had approximately $8.2 billion of consolidated assets in 20 states and the District of Columbia at December 31, 2016. The Company’s core markets include Boston, Chicago, Dallas, Denver, Los Angeles, Philadelphia, and the greater metropolitan areas of New York City, San Francisco and Washington, D.C. The Company’s headquarters are located at Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113 and the telephone number at this location is (216) 621-6060. The Company’s Common Stock trades on the NYSE under the symbols “FCE.A” and “FCE.B”. For additional information about the Company and its businesses, see the section of this proxy statement/prospectus entitled “ Where You Can Find More Information .”

Structure of the Reclassification

The Reclassification will be effectuated through an amendment and restatement of the Company’s charter, substantially in the form of Articles of Amendment and Restatement attached to this proxy statement/prospectus as Annex A. If the Reclassification is completed, upon the acceptance for record of the Articles of Amendment and Restatement by the State Department of Assessments and Taxation of Maryland, the Company’s charter will be amended and restated such that, at the Effective Time, each Class B share issued and outstanding immediately prior to the Effective Time will be reclassified and exchanged into 1.31 Class A shares. Immediately following the Effective Time, the Class A Common Stock will be the sole class of the Company’s authorized common stock.

No fractional shares will be issued in the Reclassification. All fractional shares of Class A Common Stock that a holder of Class B Common Stock would otherwise be entitled to receive as a result of the Reclassification will be aggregated and, if a fractional share results from such aggregation, such holder will be entitled to receive, in lieu thereof, an amount in cash without interest determined as follows: the Exchange Agent will (i) aggregate such fractional interests, (ii) sell the shares resulting therefrom and (iii) allocate and distribute the net proceeds received from the sale (after deducting commissions and other expenses arising from such sale), without interest, among the holders of the fractional interests as their respective interests appear.

Required Vote

The Reclassification Proposal, which would eliminate the Company’s existing dual-class stock structure, includes a charter amendment.

Article VIII of the Company’s charter expressly reserves the right to amend the charter in any manner authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the

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charter, of any shares of outstanding stock, so long as the requisite stockholder approval is obtained. The terms of the Company’s charter provide that the Company may not, without the affirmative vote of the holders of a majority of the outstanding shares of an affected class of stock, voting as a separate class to the exclusion of any other unaffected class of stock, amend the charter if the amendment would adversely alter the rights, preferences, privileges or restrictions of such class relative to the shares of any other class. The proposed amendment of the Company’s charter contemplated by the Reclassification Proposal will adversely alter the relative rights, preferences, privileges or restrictions applicable to the Class A shares and to the Class B shares. Among other things, the proposed amendment will eliminate the Equal Treatment Provision, which provides protections to both holders of Class A shares and Class B shares. The proposed amendment also will eliminate various other rights that are specific to either the Class A shares or the Class B shares, including the right of the holders of Class A shares to elect 25% of the members of the Company’s Board of Directors (rounded up to the nearest whole number of directors); the right of the holders of Class B shares to elect the balance of the members of the Company’s Board of Directors; and the right of the holders of Class B shares to ten votes per share. Because of these results, the proposed amendment of the Company’s charter must be approved separately by the holders of each of the Class A shares and Class B shares.

Background of the Reclassification

As part of its ongoing evaluation and review of the Company and its business, the Board has periodically reviewed the Company’s equity capital structure and considered whether maintaining the dual-class structure of the Company’s common equity remained in the best interests of the Company and its stockholders. As part of these reviews, the Board has discussed and solicited the input of its stockholders with respect to the Company’s dual-class stock structure. These discussions, and the input received, focused on the merits and considerations of maintaining or eliminating the Company’s dual-class stock structure, including whether the Company’s dual-class stock structure negatively impacted stockholder value as compared to the net asset value of the Company, and, in some cases, the investors’ views of what premium, if any, might be warranted to induce the holders of Class B shares to eliminate that structure. In that context some investors expressed reservations about any significant premium but at least one investor indicated that the potential value of eliminating the dual-class structure might warrant a premium of 3-4% of the Company’s equity value.

On August 18, 2016, the Board discussed whether it should explore the possibility of eliminating the Company’s dual-class stock structure. During this discussion, Charles A. Ratner indicated that, while RMS was content with the status quo, RMS also would be willing to consider in good faith the possibility of eliminating the Company’s dual-class stock structure so long as the economics of doing so were acceptable to RMS and the transaction eliminating the Company’s dual-class stock structure was approved by the Company’s independent directors. In light of this development, at the conclusion of the discussion the Board designated a special committee of Class A directors consisting of Arthur F. Anton, Scott S. Cowen and Michael P. Esposito, Jr., each of whom is also an independent director, to explore the possibility of eliminating the Company’s dual-class stock structure, and authorized the Special Committee to retain legal counsel and financial advisors at the Company’s expense. The members of the Special Committee were selected based upon, among other things, their status as a Class A Directors, their qualification as independent directors, their extensive experience as public company directors, their extensive knowledge of the Company and its business operations, and their ability and willingness to devote a significant amount of time to their service on the Special Committee. Dr. Cowen was selected as Chairman of the Special Committee based upon, among other things, his position as Lead Independent Director, his prior experience as chairman of the special committee of independent directors of American Greetings Corporation in 2012-2013 and chairman of the special committee of independent directors of Jo-Ann Stores, Inc. in 2010, which experiences both involved similar circumstances and considerations (although in sales rather than reclassification contexts), and his ability and willingness to devote a significant amount of time to serve as Chairman of the Special Committee. In view of the fact that RMS and RMS’s controlling families hold substantially all of the Class B Common Stock, the Board further determined that it would be advisable and in the best interests of the Company and its stockholders for RMS and RMS’s controlling families to analyze a potential reclassification, and resolved to reimburse RMS for reasonable costs and expenses incurred by RMS in

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evaluating the advisability of a potential reclassification, which determination was later memorialized in the Reimbursement Agreement executed on October 24, 2016. Subsequently, the Board acting by unanimous written consent approved a charter of the Special Committee dated August 18, 2016, which provided that the Board would not authorize a reclassification unless and until it had received the affirmative recommendation of the Special Committee in favor of such reclassification.

Following the August 18 Board meeting, the Special Committee held initial meetings on August 19 and August 24, 2016 and retained Lazard to act as its financial advisor and Sullivan & Cromwell to act as its legal counsel. Lazard was one of two prospective financial advisors that were considered to assist the Special Committee in exploring the possibility of eliminating the Company’s dual-class stock structure. At the Special Committee meeting held on August 24, 2016, both Lazard and the other firm under consideration met separately with the Special Committee and presented their respective credentials with respect to the potential engagement. Following these presentations, Lazard was selected as financial advisor because of its qualifications and expertise and reputation in investment banking and mergers and acquisitions, as well as its familiarity with the business of the Company. Sullivan & Cromwell was retained by the Special Committee for numerous reasons, including its familiarity with the Company, its reputation as a highly regarded corporate law firm, its extensive experience with special committee representations and the absence of any relationships with Ratner Family Members that would compromise its independence with respect to the representation.

On August 28, September 10, September 17, and September 24, 2016, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell, to discuss various preliminary matters related to a potential reclassification, and, at the September 17 and September 24 meetings, to discuss certain preliminary analyses prepared by representatives of Lazard. At the conclusion of the September 24th meeting, the Special Committee determined that Dr. Scott S. Cowen, the Chairman of the Special Committee, would meet with Charles A. Ratner, the principal representative of RMS, to discuss a potential reclassification.

On September 28, 2016, Dr. Cowen and Charles A. Ratner spoke telephonically and later met in person on October 5, 2016 to continue their discussion of the Special Committee and RMS’s respective views on a potential reclassification. Also on October 5, at the direction of the Special Committee, representatives of Lazard met with representatives of Morgan Stanley & Co. LLC (“ Morgan Stanley ”), financial advisor to RMS, to discuss the potential reclassification.

On October 9, 2016, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell. At the meeting, Dr. Cowen updated the Special Committee on his discussions with Charles A. Ratner. A representative of Lazard also updated the Special Committee on discussions during the previous week between representatives of Lazard and Morgan Stanley regarding the potential reclassification. The Special Committee then discussed certain preliminary financial analyses prepared by representatives of Lazard. At the conclusion of the October 9th meeting, the Special Committee directed representatives of Lazard to convey to representatives of Morgan Stanley the preliminary perspective of the Special Committee on financial terms on which an agreement could be reached to eliminate the Company’s dual-class stock structure. The preliminary perspective of the Special Committee contemplated a reclassification in which each Class B share would be reclassified and exchanged into 1.1 to 1.2 Class A shares. In developing this preliminary perspective, the members of the Special Committee were aware that any reclassification in which holders of Class A Common Stock and holders of Class B Common Stock did not participate share for share would require a class vote. The Special Committee further directed representatives of Lazard to convey to representatives of Morgan Stanley the Special Committee’s familiarity with the fact that certain comparable precedent reclassification transactions did not involve the receipt of any premium by holders of the high-vote stock.

On October 11, 2016, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell. At the meeting, representatives of Lazard updated the Special Committee on their discussion earlier that day with representatives of Morgan Stanley. Later on October 11, following the meeting of the Special Committee, Charles A. Ratner informed Dr. Cowen that it appeared that the perspectives of the Special Committee

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and RMS on financial terms for a potential reclassification were far apart. The preliminary perspective of RMS contemplated a reclassification at an exchange ratio that would result in Class B stockholders receiving an aggregate premium with a value in the range of $180-240 million.

On October 12, 2016, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell. At the meeting, Dr. Cowen updated the Special Committee regarding his discussions with Charles A. Ratner. The Special Committee directed representatives of Lazard to convey to representatives of Morgan Stanley that the Special Committee was not prepared to support a reclassification on financial terms reflecting the perspective of RMS. Representatives of Lazard conveyed this message to representatives of Morgan Stanley on October 13, 2016.

On October 14, 2016, Charles A. Ratner telephoned Dr. Cowen to request that they meet in person on October 16, 2016, to discuss the potential reclassification, to which Dr. Cowen agreed.

At the October 16, 2016 meeting, at the request of Charles A. Ratner, Dr. Cowen agreed that the Special Committee, along with representatives of Lazard and Sullivan & Cromwell, would meet telephonically with representatives of RMS and Morgan Stanley to discuss Morgan Stanley’s perspectives on the potential reclassification and the differences between the Special Committee’s initial perspective, which contemplated a reclassification in which each Class B share would be reclassified and exchanged into 1.1 to 1.2 Class A shares, and RMS’s perspective, which contemplated a reclassification at an exchange ratio that would result in Class B stockholders receiving an aggregate premium with value in the range of $180-240 million, understanding that RMS was focused on precedents based upon premium paid as a percentage of total market capitalization while the Special Committee was focused on both precedents based upon premium paid as a percentage of total market capitalization and the premium paid as a percentage of the per share stock price.

On October 17, 2016, the Company’s independent directors held a telephonic meeting, at which Dr. Cowen provided an update on the Special Committee process to date.

On October 18, 2016, the Special Committee, along with representatives of Lazard and Sullivan & Cromwell, met in person with representatives of RMS and Morgan Stanley, with certain attendees participating telephonically where each of Morgan Stanley and Lazard discussed their respective financial perspectives on the potential reclassification.

Later on October 18, 2016, the Special Committee instructed Lazard to communicate to Morgan Stanley that, unless there were a willingness on the part of RMS to entertain a proposal at an exchange ratio much closer to the Special Committee’s financial perspective than to RMS’s financial perspective, then the parties would be too far apart for there to be a reasonable basis to continue conversations. On October 20, 2016, representatives of Lazard and Morgan Stanley met telephonically, and representatives of Lazard communicated such message to representatives of Morgan Stanley.

On October 22, 2016, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell. At the meeting, based on discussions to date with representatives of RMS, the Special Committee concluded that while the Special Committee planned to keep an open dialogue with RMS regarding a potential reclassification, the Special Committee did not at the time believe it would be able to reach an agreement with RMS on mutually acceptable terms.

Thereafter, Dr. Cowen and Charles A. Ratner agreed that the Special Committee and RMS were unable to reach an agreement for a reclassification at that time but would continue to maintain a dialogue regarding a potential reclassification.

On October 26, 2016, the Company issued a press release that stated, among other things, that the Board had established the Special Committee, that the Special Committee and representatives of RMS had engaged in good

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faith negotiations, that the Special Committee and RMS were unable to reach an agreement at that time on mutually acceptable terms, and that the Special Committee and RMS were planning to keep an open dialogue with respect to a potential reclassification transaction.

Consistent with the approach of keeping an open dialogue, on November 8, 2016, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell, to discuss the possibility of delivering a non-binding proposal to RMS. At the conclusion of the discussion, the Special Committee determined to deliver a non-binding written proposal (the “ Written Proposal ”) to RMS that contemplated (i) that each Class B share would be reclassified and exchanged into 1.2 Class A shares and (ii) classifying the Board into three classes, with two persons designated by RMS serving as initial Class II Directors (with their initial term expiring at the 2019 annual stockholders’ meeting), and two persons designated by RMS serving as initial Class III Directors (with their initial term expiring at the 2020 annual stockholders’ meeting). The Special Committee further directed a representative of Lazard to deliver the Written Proposal to representatives of Morgan Stanley, which occurred on November 9, 2016.

On November 15, 2016, the Special Committee met and discussed the possibility of Dr. Cowen meeting with representatives of RMS on behalf of the Special Committee on November 18, 2016 to discuss the Written Proposal.

On November 18, 2016, Dr. Cowen met in person with representatives of RMS, including Messrs. Charles A., James A., and Albert B. Ratner to discuss the Written Proposal.

On November 19, 2016, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell. Dr. Cowen updated the Special Committee on his meeting with representatives of RMS the prior day. At the conclusion of the discussion, the Special Committee affirmed that Dr. Cowen would continue discussions with RMS and negotiate on behalf of the Special Committee with the understanding that any agreement in principle that Dr. Cowen might reach would be subject to the review and approval of the full Special Committee. The Special Committee considered it desirable and appropriate that Dr. Cowen negotiate on behalf of the Special Committee given the extensive experience regarding negotiations he acquired as chairman of the special committee of independent directors of American Greetings Corporation and chairman of the special committee of independent directors of Jo-Ann Stores, Inc., his extensive knowledge of the Company and its business operations and the confidence each other Special Committee member had that, based on committee discussions, Dr. Cowen had a thorough understanding of the views of the other two Special Committee members concerning appropriate potential terms.

On November 28, 2016, Dr. Cowen met in person with Charles A. and Albert B. Ratner, representatives of RMS. At this meeting, Messrs. Charles A. and Albert B. Ratner suggested that RMS would be amenable to continue discussions on the basis of a possible reclassification under which (i) each Class B share would be reclassified and exchanged into 1.4 Class A shares and (ii) the Board would be divided into three classes, with two persons designated by RMS serving as initial Class II Directors (with their initial term expiring at the 2019 annual stockholders’ meeting), and two persons designated by RMS serving as initial Class III Directors (with their initial term expiring at the 2020 annual stockholders’ meeting). Dr. Cowen responded with a proposal that contemplated (i) that each Class B share would be reclassified and exchanged into 1.28 Class A shares and (ii) an annually elected Board with no director designation rights for RMS. Dr. Cowen, having been authorized to negotiate on behalf of the Special Committee, indicated that he no longer considered classifying the Board on the terms contemplated by the Written Proposal favorably due to the meaningfully higher exchange ratio contained in this proposal. Later that day, the Special Committee met telephonically, together with representatives of Lazard and Sullivan & Cromwell and Dr. Cowen provided an update and solicited feedback on the discussions he had with representatives of RMS.

On November 29, 2016, Dr. Cowen met in person with Charles A. and Albert B. Ratner, representatives of RMS. At such meeting, Messrs. Charles A. and Albert B. Ratner suggested that RMS would be amenable to continue discussions on the basis of a possible reclassification under which (i) each Class B share would be

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reclassified and exchanged into 1.34 Class A shares, (ii) RMS would have the right to designate four nominees to the Board until the 2019 annual stockholders’ meeting, and thereafter have a perpetual right to designate two nominees to the Board so long as RMS remained one of the Company’s five largest stockholders and (iii) the Board would elect James A. Ratner as non-executive Chairman until the 2019 annual stockholders’ meeting.

Later on November 29, 2016, the Special Committee met in person, with representatives of Lazard and Sullivan & Cromwell participating telephonically, to discuss RMS’s most recent proposal. At the conclusion of the discussion, the Special Committee agreed that Dr. Cowen would present a proposal to RMS that contemplated (i) that each Class B share would be reclassified and exchanged into 1.28 Class A shares, (ii) that RMS would have the right to designate four nominees to the Board until the 2019 annual stockholders’ meeting, and thereafter have a right to designate two nominees to the Board until the 2021 annual stockholders’ meeting so long as RMS held at least 7.5% of the issued and outstanding shares of Class A Common Stock and (iii) that the Board would elect James A. Ratner as non-executive Chairman until the 2019 annual stockholders’ meeting.

Later on November 29, 2016, Dr. Cowen discussed the Special Committee’s proposal in person with representatives of RMS. The discussion yielded an agreement in principle with respect to a reclassification that contemplated: (i) that each Class B share would be reclassified and exchanged into 1.31 Class A shares, (ii) that RMS would have the right to designate four nominees to the Board until the 2019 annual stockholders’ meeting, and thereafter have a right to designate two nominees to the Board until the 2021 annual stockholders’ meeting so long as RMS and members of the Ratner families held at least 75% of their post-reclassification Class A share holdings, and (iii) that the Board would elect James A. Ratner as non-executive Chairman until the 2019 annual stockholders’ meeting. After discussing and deliberating upon this agreement in principle, the Special Committee directed representatives of Sullivan & Cromwell to draft transaction documents memorializing the agreement in principle, and directed representatives of Lazard to analyze whether the Exchange Ratio was fair, from a financial point of view, to the holders of Class A Common Stock (other than Class A Common Stock held by the RMS Group), solely in their capacity as holders of Class A Common Stock, with respect to such Class A Common Stock and without taking into account any Class B Common Stock held by such holders.

On November 29, 2016, the Board held a special meeting. Members of the Company’s management, and representatives of Sullivan & Cromwell participated by invitation. At the meeting, Dr. Cowen informed the Board that the Special Committee and RMS had agreed in principle upon the terms of the Reclassification, outlined the terms of the agreement in principle, and explained that the Special Committee had directed representatives of Sullivan & Cromwell to draft transaction documents memorializing the agreement in principle for consideration by the Special Committee.

On November 30, 2016, the Company entered into a non-disclosure agreement with the Scopia Parties for the purpose of determining whether they would enter into a voting and support agreement with respect to the Reclassification. On December 1, 2016, pursuant to the non-disclosure agreement, Mr. David J. LaRue, President and Chief Executive Officer of the Company and a Class B Director, and Dr. Cowen spoke telephonically with representatives of the Scopia Parties, during which conversation the representatives of the Scopia Parties indicated they were amenable in principle to entering into such a voting and support agreement.

On December 1, 2016, the Company engaged Houlihan Lokey in connection with a request by the Board that Houlihan Lokey render to the Board an opinion as to whether the Exchange Ratio provided for in the Reclassification was fair, from a financial point of view, to the holders of Class B Common Stock (other than the RMS Group).

Between December 1 and December 5, 2016, at the direction of the Special Committee and RMS, respectively, representatives of Sullivan & Cromwell and representatives of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to RMS, finalized transaction documents memorializing the agreement in principle reached between the Special Committee and RMS.

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Between December 2 and December 5, 2016, at the direction of the Company and the Scopia Parties, respectively, representatives of Sullivan & Cromwell and representatives of Akin Gump Strauss Hauer & Feld LLP, counsel to the Scopia Parties, finalized documents memorializing the terms of the voting and support agreement discussed by Mr. LaRue, Dr. Cowen, and the representatives of the Scopia Parties.

On December 5, 2016, the Special Committee met telephonically, together with Deborah L. Harmon and Stan Ross, independent directors of the Company, the Company’s General Counsel, and representatives of Lazard, Sullivan & Cromwell, and Venable LLP (“ Venable ”), the Company’s Maryland counsel. At the meeting, a representative of Venable reviewed with the Special Committee the duties of the directors under Maryland law. A representative of Sullivan & Cromwell then reviewed with the Special Committee the terms of the Reclassification Agreement, the Irrevocable Proxy and the Voting and Support Agreement. A representative of Lazard then discussed with the Special Committee the financial analyses performed by representatives of Lazard at the direction of the Special Committee. A representative of Lazard also discussed with the Special Committee the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Lazard in preparing its opinion. At the conclusion of the discussion, Lazard verbally rendered to the Special Committee its opinion (which was subsequently confirmed in writing by delivery of Lazard’s written opinion addressed to the Special Committee dated December 5, 2016) that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations described in its written opinion, the Exchange Ratio provided for in the Reclassification was fair, from a financial point of view, to the holders of Class A Common Stock (other than Class A Common Stock held by the RMS Group), solely in their capacity as holders of Class A Common Stock, with respect to such Class A Common Stock and without taking into account any Class B Common Stock held by such holders. The Special Committee then discussed and deliberated upon the Reclassification Agreement, the Irrevocable Proxy and the Voting and Support Agreement. At the conclusion of the discussion and deliberation, the Special Committee unanimously resolved to recommend to the Board that it: (i) authorize the Company to enter into the Reclassification Agreement, the Irrevocable Proxy and the Voting and Support Agreement; (ii) determine that the Reclassification Amendment is advisable and in the best interests of the Company; and (iii) direct that the Reclassification Amendment be submitted to the holders of Class A Common Stock for their approval and recommend that the holders of Class A Common Stock approve the same. The Special Committee then agreed that Dr. Cowen would present the unanimous recommendations of the Special Committee to the Board.

Later on December 5, 2016, the Board met telephonically. Also participating by invitation were members of management, as well as representatives of Sullivan & Cromwell, Venable, Lazard and Houlihan Lokey. At the meeting, a representative of Venable reviewed with the Board the duties of the directors under Maryland law. Dr. Cowen then provided an overview of the process undertaken by the Special Committee in formulating its unanimous recommendations to the Board, and delivered the unanimous recommendations of the Special Committee to the Board. A representative of Sullivan & Cromwell then reviewed with the Board the terms of the Reclassification Agreement, the Irrevocable Proxy and the Voting and Support Agreement. A representative of Lazard then discussed with the Board the financial analyses performed by representatives of Lazard at the direction of the Special Committee. A representative of Lazard further discussed with the Board the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Lazard in preparing its opinion. At the conclusion of this discussion, Lazard reiterated the opinion that it had rendered to the Special Committee. A representative of Houlihan Lokey then discussed with the Board the financial analyses performed by representatives of Houlihan Lokey at the direction of the Company. A representative of Houlihan Lokey further discussed with the Board the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Houlihan Lokey in preparing its opinion. At the conclusion of this discussion, Houlihan Lokey verbally rendered to the Board its opinion (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated December 5, 2016) that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations described in its written opinion, the Exchange Ratio provided for in the Reclassification pursuant to the Reclassification Agreement was fair, from a

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financial point of view, to the holders of Class B Common Stock (other than the RMS Group), solely in their capacity as holders of shares of Class B Common Stock, with respect to such Class B Common Stock, and without taking into account any shares of Class A Common Stock held by such holders. The Board then discussed and deliberated upon the Reclassification Agreement, the Irrevocable Proxy and the Voting and Support Agreement. At the conclusion of the discussion and deliberation, the Board (i) resolved that the Reclassification Agreement, Irrevocable Proxy, Voting and Support Agreement, and the transactions contemplated thereby, including the Reclassification and Reclassification Amendment, are advisable, fair and in the best interests of the Company and the stockholders, (ii) authorized and approved the same, and (iii) resolved to recommend that the stockholders adopt the Reclassification Amendment.

Following the Board meeting, the Company and RMS executed the Reclassification Agreement and the Irrevocable Proxy, the terms of which are more fully described in the sections of this proxy statement/prospectus entitled “ The Reclassification Agreement ” and “ The Reclassification—The Irrevocable Proxy ,” respectively, and the Company and the Scopia Parties executed the Voting and Support Agreement, the terms of which are more fully described in the section of this proxy statement/prospectus entitled “ The Reclassification — The Voting and Support Agreement .”

Before the opening of the NYSE on December 6, 2016, the Company issued a press release announcing its plan to eliminate its dual-class stock structure via the Reclassification.

Reasons for the Reclassification

The Special Committee and the Board reviewed certain pertinent factors in reaching its decisions, (a) in the case of the Special Committee, to recommend to the Board that it: (i) authorize the Company to enter into the Reclassification Agreement, the Irrevocable Proxy and the Voting and Support Agreement, (ii) determine that the Reclassification Amendment is advisable and in the best interests of the Company and (iii) direct that the Reclassification Amendment be submitted to the holders of Class A Common Stock for their approval and recommend that the holders of Class A Common Stock approve the same, and (b) in the case of the Board, (i) resolving that the Reclassification Agreement, Irrevocable Proxy, Voting and Support Agreement, and the transactions contemplated thereby, including the Reclassification and Reclassification Amendment, are advisable, fair and in the best interests of the Company and the stockholders, (ii) authorizing and approving the same, and (iii) resolving to recommend that the stockholders adopt the Reclassification Amendment.

The discussion in this proxy statement/prospectus of the information and factors that the Special Committee and Board considered is not intended to be exhaustive but includes the material factors considered. In view of the wide variety of factors considered and the complexity of these matters, neither the Special Committee nor the Board found it useful to, and did not attempt to, quantify, rank, or otherwise assign relative weights to these factors. In addition, the individual members of the Special Committee and the Board may have assigned different weight to different factors.

The Special Committee and the Board considered the following material factors:

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The Special Committee and the Board also considered the following factors:

Further, the Special Committee and the Board considered the following potentially negative factors:

In addition to the foregoing factors, the Board considered the following material factor:

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The Irrevocable Proxy

In furtherance of its support obligations and pursuant to the Reclassification Agreement, RMS executed and delivered to the Company the Irrevocable Proxy appointing designated executive officers of the Company as RMS’s proxy for purposes of voting in favor of the Reclassification Proposal. The Irrevocable Proxy will survive until either (a) the closing of the transactions contemplated by the Reclassification Agreement or (b)  it terminates automatically in accordance with its own terms.

The Voting and Support Agreement

As previously disclosed, on December 5, 2016, the Company entered into the Voting and Support Agreement with the Scopia Parties. Pursuant to the Voting and Support Agreement, the Scopia Parties have agreed, among other things and subject to certain conditions, to vote shares of Common Stock beneficially owned by them and their Associates (as defined in the Voting and Support Agreement) at the Annual Meeting as follows: (a) in favor of any and all persons nominated by the Board for election as directors (provided at least eight of the thirteen nominees have been determined to be independent directors by the Board in accordance with relevant stock exchange rules), (b) in favor of approving the Reclassification Proposal and any action reasonably requested by the Company in furtherance of the foregoing and (c) against any other action, agreement or transaction involving the Company or the Board that is intended, or would reasonably be expected, to prevent or impair or delay the consummation of the Reclassification or the other transactions contemplated by the Reclassification Agreement.

As disclosed in a Schedule 13D/A filed with the SEC by Scopia Capital Management LP, as of February 3, 2017, Scopia Capital Management LP beneficially owned 23,726,734 Class A shares (representing approximately [●]% of the outstanding Class A shares as of the Record Date). It is possible that between February 3, 2017 and the Record Date, Scopia Capital Management LP bought or sold shares of Class A Common Stock.

The Voting and Support Agreement was filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on December 6, 2016, and is incorporated by reference herein. The foregoing description of various terms of the Voting and Support Agreement is qualified in its entirety by reference to the Voting and Support Agreement.

The Reimbursement Agreement

As previously disclosed, on October 24, 2016, the Company entered into the Reimbursement Agreement with RMS. Pursuant to the Reimbursement Agreement, on the terms and subject to the conditions set forth therein, the Company agreed to reimburse RMS (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents) and each Member of the Ratner Family (as defined in the Reimbursement Agreement, which includes members of the Company’s current Board and certain executive officers) for certain costs, fees, expenses, losses, damages and liabilities. Specifically, the Company agreed to reimburse RMS (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents) for reasonable and documented fees and out-of-pocket expenses of RMS’s financial, legal and public relations advisors incurred in evaluating and negotiating the Reclassification. In addition, the Company agreed to reimburse each Member of the Ratner Family (as defined in the Reimbursement Agreement, which includes members of the Company’s current Board and certain executive officers) and RMS (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents) (collectively, the “ Reimbursed Persons ”) for (i) reasonable costs and expenses incurred by each Reimbursed Person in connection with any Proceeding (as defined in the Reimbursement Agreement) to which such Reimbursed Person is a party or otherwise involved in and (ii) any losses, damages or liabilities actually and reasonably suffered or incurred in any such Proceeding by a Reimbursed Person. These reimbursement obligations are not subject to a cap and may be potentially significant for the Company. Further, even if the Reclassification Agreement were terminated, the Company’s obligations under the Reimbursement Agreement would survive. As of December 31, 2016, the Company incurred an aggregate amount of $1,541,500 in reimbursements to the Reimbursed Persons.

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The Reimbursement Agreement was filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and is incorporated by reference herein. The foregoing description of the Reimbursement Agreement is qualified in its entirety by reference to the Reimbursement Agreement.

Opinion of Lazard

The Special Committee retained Lazard to act as financial advisor to the Special Committee and to render an opinion to the Special Committee and the Board as to the fairness, from a financial point of view, of the Exchange Ratio provided for in the Reclassification to the holders of Class A Common Stock (other than Class A Common Stock held by the RMS Group), solely in their capacity as holders of Class A Common Stock, with respect to such Class A Common Stock and without taking into account any Class B Common Stock held by such holders. On December 5, 2016, Lazard rendered its oral opinion to the Special Committee and the Board, subsequently confirmed in writing, that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the Exchange Ratio provided for in the Reclassification was fair, from a financial point of view, to the holders of Class A Common Stock (other than Class A Common Stock held by the RMS Group), solely in their capacity as holders of Class A Common Stock, with respect to such Class A Common Stock and without taking into account any Class B Common Stock held by such holders.

The full text of Lazard’s written opinion, dated December 5, 2016, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion is attached to this proxy statement/prospectus as Annex D and is incorporated into this proxy statement/prospectus by reference. The summary of Lazard’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex D. We encourage you to read Lazard’s opinion and this section carefully and in their entirety.

Lazard’s opinion was directed to the Special Committee and the Board (in each case, in its capacity as such) for the information and assistance of the Special Committee and the Board in connection with their evaluation of the Reclassification and only addressed the fairness, from a financial point of view, of the Exchange Ratio provided for in the Reclassification to the holders of Class A Common Stock (other than Class A Common Stock held by the RMS Group) solely in their capacity as holders of Class A Common Stock, with respect to such Class A Common Stock and without taking into account any Class B Common Stock held by such holders. The Special Committee did not request Lazard to consider, and Lazard’s opinion did not address, the relative merits of the Reclassification as compared to any other transaction or business strategy in which the Company might engage or the merits of the underlying decision by the Company to engage in the Reclassification. Lazard’s opinion was not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Reclassification or any matter relating thereto. Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of Lazard’s opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard’s opinion. Lazard’s opinion did not express any opinion as to the prices at which shares of Class A Common Stock or Class B Common Stock may trade at any time subsequent to the announcement of the Reclassification.

The following is a summary of Lazard’s opinion. We encourage you to read Lazard’s written opinion carefully in its entirety.

In connection with its opinion, Lazard:

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Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value of the Company, and Lazard was not furnished with any such valuation or appraisal. With respect to the financial forecasts Lazard reviewed, Lazard assumed, with the consent of the Special Committee, that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company. Lazard assumed no responsibility for and expressed no view as to such forecasts or the assumptions on which they were based. The financial forecasts provided to Lazard were not, however, an input in Lazard’s performance of the financial analyses summarized in this proxy statement/prospectus, including the principal financial analysis Lazard deemed appropriate in rendering its opinion, as financial forecasts are not an input in performing a premiums paid analysis. Lazard noted that, in its judgment, the financial analyses typically utilized in the analysis of change of control merger and acquisition transactions were not applicable in considering reclassification transactions such as the Reclassification and Lazard’s conclusion with respect to fairness instead relied on analysis of the Reclassification in the context of similar reclassification transactions.

In rendering its opinion, Lazard was not authorized to, and Lazard did not, solicit indications of interest from third parties regarding a potential transaction with the Company.

In rendering its opinion, Lazard assumed, with the consent of the Special Committee, that the Reclassification would be consummated on the terms described in the Reclassification Agreement, without any waiver or modification of any terms or conditions material to Lazard’s analyses. Representatives of the Company advised Lazard, and Lazard assumed, that the Reclassification Agreement, when executed, would conform to the draft reviewed by Lazard in all respects material to Lazard’s analyses. Lazard also assumed, with the consent of the Special Committee, that obtaining any necessary approvals and consents for the Reclassification would not have an adverse effect on the Company or the Reclassification. Lazard further assumed that the Reclassification would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Lazard’s opinion did not address any legal, tax, regulatory or accounting matters, as to which Lazard understood that the Special Committee obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Exchange Ratio to the extent expressly specified in Lazard’s opinion) of the Reclassification, including, without limitation, the fairness of the Exchange Ratio to holders of Class B Common Stock, or the relative fairness of the consideration to be received in the Reclassification by the holders of Class B Common Stock, on the one hand, and the holders of Class A Common Stock, on the other hand. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Reclassification, or class of such persons, relative to the Exchange Ratio or otherwise.

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The following is a brief summary of the principal financial analysis that Lazard deemed appropriate in connection with rendering its opinion, as summarized below under “— Financial Analysis ,” and Lazard also performed certain additional financial analyses as summarized below under “— Other Analyses .” The brief summary of Lazard’s analyses and reviews provided below under “— Financial Analysis ” and “— Other Analyses ” is not a complete description of the analyses and reviews undertaken by Lazard. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description. Considering selected portions of the analyses and reviews or the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion.

In arriving at its opinion, Lazard considered the results of all of its analyses and reviews and did not attribute any particular weight to any factor, analysis or review considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses and reviews.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company, business or transaction used in Lazard’s analyses and reviews as a comparison is identical to the Company or the Reclassification, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the reclassification, acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

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 December 2, 2016, and is not necessarily indicative of current market conditions.

Financial Analysis

Premiums Paid Analysis – Selected Reclassification Transactions

Lazard identified and analyzed certain publicly available financial information for 18 selected precedent reclassification transactions in which multiple classes of stock of a single company with differential voting or other governance rights were reclassified, exchanged or otherwise combined into a single class of common stock. We refer to the class of stock with lower voting power or no voting power per share as the low-vote stock. Lazard excluded from its analysis 37 reclassification transactions where (i) a significant stockholder or the holders of the shares of high-vote stock retained control of such company after giving effect to such transaction,

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(ii) the company’s dual-class structure was put in place in order to facilitate a spin-off or the exit of a large stockholder or other similar transaction, (iii) multiple classes of shares remained outstanding post-transaction or (iv) a company’s organizational documents provided that all classes of stock vote together with a single vote per share when considering a potential change of control transaction or that the class of high-vote stock would convert into low-vote stock after a certain period of time or upon reaching a certain threshold ownership percentage. Of the selected 18 precedent transactions, Lazard further identified nine transactions that Lazard viewed as particularly comparable to the corporate structure and stockholder profile of the Company, where the RMS Group had, as of the date of Lazard’s opinion based on publicly available information, the ability to elect 9 of the 13 directors of the Board through their 92.8% ownership of the Class B Common Stock and controls over 42% of the voting power of the Company. In particular, in each of the nine transactions, prior to the reclassification a single stockholder or group of stockholders had the power to elect a majority of the board of directors and had the effective ability to block certain corporate transactions.

Lazard reviewed (i) the transaction value premium to the low-vote stock trading price received by the holders of high-vote stock and (ii) the implied aggregate premium received by holders of high-vote stock as a percentage of market capitalization. The transaction value premium to the low-vote stock trading price was defined as the value of the aggregate cash and stock consideration received per high-vote share in a transaction (with the stock consideration valued at the low-vote stock closing price the trading day prior to announcement of the reclassification transaction) less the low-vote stock closing price on the trading day prior to announcement of the reclassification transaction (which we refer to as the Per Share Premium) relative to the closing price of the low-vote stock on the trading day prior to announcement of the reclassification transaction. The implied aggregate premium as a percentage of market capitalization was defined as the Per Share Premium multiplied by the number of high-vote shares relative to the market capitalization of the company on the trading day prior to announcement of the reclassification transaction.

The precedent transactions reviewed were:

For the 18 select precedent reclassification transactions, holders of high-vote stock received an implied premium to the low-vote stock trading price ranging from 0% to 258.7%, with a median of 10%. For the nine

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particularly comparable reclassification transactions, holders of high-vote stock received an implied premium to the low-vote stock trading price ranging from 0% to 34.8%, with a median of 16.5%. Lazard compared the results to the 31.0% implied premium to the Class A Common Stock price as of December 2, 2016 to be received by holders of Class B Common Stock in the Reclassification.

In addition, Lazard calculated the aggregate premium received by holders of high-vote stock in the 18 precedent transactions as a percentage of the market capitalization for each of the companies, with premiums ranging from 0% to 7.5%, with a median of 2.1%. Lazard also calculated the aggregate premium received by holders of high-vote stock in the nine particularly comparable reclassification transactions as a percentage of the market capitalization for each of the companies, with premiums ranging from 0% to 5.7%, with a median of 3.5%. Lazard compared the results to the 2.2% aggregate premium as a percentage of the Company’s market capitalization as of December 2, 2016 (calculated using the number of shares outstanding for the Class A Common Stock and Class B Common Stock as of October 31, 2016 and including the Class A Common Stock issuable on an as-converted basis in respect of the Company’s in-the-money convertible senior notes) to be received by holders of Class B Common Stock in the Reclassification.

Other Analyses

The analyses and data described below were presented to the Special Committee and the Board for reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Premiums Paid Analysis – Selected Dual-Class M&A Transactions

Lazard performed a premiums paid analysis based on premiums paid in U.S. domestic merger and acquisition transactions occurring since 1996, that involved acquisitions of U.S. publicly traded companies that, at the time of the acquisition transaction, had two or more classes of common stock with different voting rights and in which an excess premium was paid to the holders of high-vote stock relative to the holders of the corresponding low-vote stock. As a result, this analysis did not include approximately 100 transactions in which no premium was paid to the holders of high-vote stock relative to the holders of the corresponding low-vote stock.

Lazard calculated the excess premium paid to the holders of the high-vote stock relative to the premium received by holders of low-vote stock. This analysis indicated that the excess premium paid to the holders of the high-vote stock compared to the holders of the low-vote stock ranged from 4.7% to 72.0%, with a median of 18.2%. Lazard then calculated the implied excess premium received by holders of high-vote stock as a percentage of the aggregate transaction consideration by dividing the aggregate high-vote premium by the aggregate transaction consideration excluding the aggregate high-vote premium, which resulted in a range of premiums from 0.5% to 5.4%, with a median of 2.8%.

Premiums Paid Analysis – Selected Real Estate M&A Transactions

Lazard performed a premiums paid analysis based on premiums paid in selected corporate U.S. real estate transactions with a transaction value between $1 billion and $20 billion where all-cash consideration was paid to the selling stockholders and that were announced from 2011 through the date of Lazard’s opinion. The analysis was based on the one-day implied premiums paid in the selected precedent transactions. Premiums paid were calculated as the percentage by which the per share consideration paid in each such transaction exceeded the closing price per share of the target companies one day prior to the earlier of the announcement date or the date of a rumored announcement of such transactions, resulting in a range from 6.6% to 35.3%, with a median of 18.6%.

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Miscellaneous

In connection with Lazard’s services as the Special Committee’s financial advisor, the Company agreed to pay Lazard an aggregate fee of $5,000,000, of which $1,500,000 was payable upon the delivery of Lazard’s opinion, and the remainder of the fee, net of fully-credited $250,000 quarterly retainers, is contingent upon the consummation of the Reclassification. The Company also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against certain liabilities that may arise from or relate to Lazard’s engagement, including certain liabilities under U.S. federal securities laws.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts and valuations for estate, corporate and other purposes. Lazard has in the past provided, currently is providing and in the future may provide investment banking services to the Company and certain of its affiliates, for which Lazard has received and may receive compensation, including, during the past two years, having advised the Company in connection with convertible debt transactions in 2015 and 2016. The aggregate amount of fees paid to Lazard for financial advisory services provided to the Company in the two-year period prior to the date of the opinion (but excluding any fees paid for Lazard’s services as the Special Committee’s financial advisor as noted above) was approximately $8.7 million. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of the Company and certain of its affiliates for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of the Company and certain of its affiliates. The issuance of Lazard’s opinion was approved by the Opinion Committee of Lazard.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as financial advisor to the Special Committee because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions, as well as its familiarity with the business of the Company.

The Special Committee determined the Exchange Ratio to be paid to the holders of Class B Common Stock in the Reclassification through arm’s-length negotiations with RMS, and the Special Committee and the Board approved the Exchange Ratio. Lazard conducted the analyses and reviews summarized above for the purpose of providing an opinion to the Special Committee and the Board as to the fairness, from a financial point of view, of the Exchange Ratio provided for in the Reclassification to the holders of Class A Common Stock (other than Class A Common Stock held by the RMS Group), solely in their capacity as holders of Class A Common Stock, with respect to such Class A Common Stock and without taking into account any Class B Common Stock held by such holders. Lazard did not recommend any specific consideration to the Special Committee, the Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the Reclassification.

Lazard’s opinion was one of many factors considered by the Special Committee and the Board. Consequently, the summary of the analyses and reviews provided above should not be viewed as determinative of the opinion of the Special Committee and the Board with respect to the Exchange Ratio or of whether the Special Committee and the Board would have been willing to recommend a different transaction or determine that a different Exchange Ratio was fair. Additionally, Lazard’s opinion is not intended to confer any rights or remedies upon any employee or creditor of the Company.

Opinion of Houlihan Lokey

On December 5, 2016, Houlihan Lokey verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated December 5,

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2016), as to the fairness, from a financial point of view, of the Exchange Ratio provided for in the Reclassification pursuant to the Reclassification Agreement to the holders of Class B Common Stock (other than RMS Group) (solely in their capacity as holders of shares of Class B Common Stock, with respect to such Class B Common Stock, and without taking into account any shares of Class A Common Stock held by such holders), as of December 5, 2016, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion.

Houlihan Lokey’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, of the Exchange Ratio provided for in the Reclassification, pursuant to the Reclassification Agreement, to the holders of Class B Common Stock (other than RMS Group) (solely in their capacity as holders of shares of Class B Common Stock, with respect to such Class B Common Stock, and without taking into account any shares of Class A Common Stock held by such holders) and did not address any other aspect or implication of the Reclassification or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex E to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be, and neither constitutes, advice or a recommendation to the Special Committee, the Board, any security holder of the Company or any other person as to how to act or vote with respect to any matter relating to the Reclassification.

In arriving at its opinion, Houlihan Lokey, among other things:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed

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with or reviewed by Houlihan Lokey or publicly available, and did not assume any responsibility with respect to such data, material and other information. Houlihan Lokey relied upon and assumed, without independent verification, that there (i) had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey, and (ii) was no information or any facts that would have made any of the information reviewed by Houlihan Lokey incomplete or misleading, in each case, that would have been material to Houlihan Lokey’s analyses or its opinion.

Houlihan Lokey relied upon and assumed, without independent verification, that, to the extent material to its analyses or its opinion, (a) the representations and warranties of all parties to the Reclassification Agreement and all other related documents and instruments that are referred to therein were true and correct, (b) each party to the Reclassification Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Reclassification would be satisfied without waiver thereof and (d) the Reclassification would be consummated in a timely manner in accordance with the terms described in the Reclassification Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey also assumed, with the consent of the Board, that the Reclassification would qualify as a tax-free transaction. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Reclassification would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Reclassification would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Reclassification or the Company or any expected benefits of the Reclassification that would be material to Houlihan Lokey’s analyses or its opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final forms of any draft documents identified above would not differ in any respect from the drafts of said documents in any respect material to Houlihan Lokey’s analyses or its opinion.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject. In reaching its conclusion in its opinion, Houlihan Lokey did not perform any intrinsic valuation analyses of the Company in light of the nature of the Reclassification, in which the holders of Class B Common Stock are (i) increasing their equity ownership percentage in the Company and (ii) receiving shares of Class A Common Stock, which class of equity securities is (a) more liquid than Class B Common Stock and (b) economically identical to that of the Class B Common Stock, and such holders are not otherwise receiving cash and/or securities in another entity.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Reclassification, the securities, assets, businesses or operations of the Company or any other party or any alternatives to the Reclassification, (b) negotiate the terms of the Reclassification or (c) advise the Special Committee, the Board or any other party with respect to alternatives to the Reclassification. The opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of the opinion. Houlihan Lokey did not undertake, and was under no obligation, to update, revise, reaffirm or withdraw its opinion or otherwise comment on or consider events occurring or coming to its attention after the date of the opinion. Houlihan Lokey did not express any opinion as to what the value of

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Class A Common Stock actually would be when issued pursuant to the Reclassification or the price or range of prices at which Class A Common Stock or Class B Common Stock may be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the Class A Common Stock to be issued in the Reclassification to the holders of Class B Common Stock would be listed on the NYSE.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such in connection with its evaluation of the Reclassification) and may not be used for any other purpose without Houlihan Lokey’s prior written consent, other than for inclusion in this proxy statement/prospectus to the extent contemplated by the letter agreement dated December 1, 2016 between the Company and Houlihan Lokey. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Reclassification or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the Board, the Company, its security holders or any other party to proceed with or effect the Reclassification, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Reclassification or otherwise (other than the Exchange Ratio to the extent expressly specified therein), (iii) the fairness of any portion or aspect of the Reclassification to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the Reclassification as compared to any alternative business strategies or transactions that might be available for the Company any other party, (v) the fairness of any portion or aspect of the Reclassification to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, its security holders or any other party is receiving or paying reasonably equivalent value in the Reclassification, (vii) the solvency, creditworthiness or fair value of the Company, or any other participant in the Reclassification, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Reclassification, any class of such persons or any other party, relative to the Exchange Ratio or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that constitute legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Board, on the assessments by the Special Committee, the Company, and their respective advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to the Company and the Reclassification or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed Reclassification and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board in evaluating the proposed Reclassification. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Exchange Ratio or

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of the views of the Board or management with respect to the Reclassification or the Exchange Ratio. Under the terms of its engagement by the Company, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed Reclassification or otherwise should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Board or the Company or any security holder or creditor of the Company or any other person, regardless of any prior or ongoing advice or relationships. The Exchange Ratio was determined through negotiation between the Special Committee and RMS, and the decision to enter into the Reclassification Agreement was solely that of the Board.

Financial Analyses

In preparing its opinion to the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board on December 5, 2016. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

Unless the context indicates otherwise, market capitalization values and “current” market values used in the selected companies analysis described below were calculated using the closing prices of Class A Common Stock, Class B Common Stock and the classes of common stock of the selected companies listed below as of December 2, 2016, and transaction values for the selected reclassification transactions analyses and selected mergers and acquisitions transactions described below were calculated based on the announced transaction equity prices and other public information available at the time of the announcement of the applicable selected transaction.

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Selected Reclassification Transactions Analysis. Houlihan Lokey reviewed certain financial terms of 37 reclassification transactions in which two classes of publicly traded voting stock of a single company with differential voting rights were reclassified or combined into a single class of common stock. Such transactions were announced during the period from June 1998 to August 2015 and involved U.S. domiciled companies in which the holders of the high vote shares held at least 50% of the voting rights of the company and/or the ability to appoint a majority of the company’s board of directors. The companies involved in the selected transactions consisted of the following: