|RATNER ALBERT B filed this Form PX14A6G on 11/01/2018|
U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant: Forest City Realty Trust, Inc.
2. Name of the person relying on the exemption: Albert B. Ratner
3. Address of the person relying on exemption: 50 Public Square, Cleveland, Ohio 44113
4. Written materials. Attach written materials required to be submitted pursuant to Rule 14a-6(g)(1):
FOR IMMEDIATE RELEASE
ALBERT RATNER CALLS STRONG FOREST CITY THIRD QUARTER RESULTS FURTHER PROOF THAT BROOKFIELD DEAL WOULD SHORT-CHANGE SHAREHOLDERS
Transaction Price is Barely Above Forest City’s Book Value Plus Depreciation
Earnings Results Reveal Forest City Shareholders Will Also Be Denied $2.26 Per Share in Dividends, Which Have Been Suspended Due to the Terms of Pending Transaction
Mr. Ratner Urges Shareholders to Vote “No”
CLEVELAND, November 1, 2018 – Albert Ratner, co-Chairman emeritus and former Chief Executive Officer of Forest City Realty Trust, Inc. (NYSE: FCEA) (“Forest City” or “the company”) today cited the company’s recently reported strong third quarter and nine-month results as further evidence that the Forest City Board of Directors significantly undervalued the company under the terms of its proposed sale to Brookfield Property Partners (NASDAQ: BPY; TSX: BPY.UN) (“Brookfield”). He urges fellow Forest City shareholders to vote to reject the transaction at the Special Meeting of Forest City Shareholders on November 15, 2018.
Mr. Ratner, whose personal and family members’1 individual ownership stakes add up to approximately 10% of the company’s outstanding common shares, last week issued an open letter to shareholders citing five key arguments against the transaction: Wrong Price; Wrong Timing; Flawed Process; Forest City’s existing, high quality/low debt structure; and, Superior Value Opportunities available to Forest City shareholders if they reject the transaction.
1 Mr. Ratner does not presume to speak on behalf of the founding family members of Forest City, or to represent their individual opinions.