Print Page      Close Window     

SEC Filings

PX14A6G
RATNER ALBERT B filed this Form PX14A6G on 11/08/2018
Entire Document
 


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 FLAGS SIGNIFICANT DEFICIENCIES IN MERGER PROXY STATEMENT FOR FOREST CITY’S PROPOSED SALE TO BROOKFIELD

ISS Report Offers “Cautionary Support,” But Notes “Valid Concerns with the Approval Process and Transaction Terms”

Ratner Urges Shareholders to Vote “No” Against the Transaction

CLEVELAND, November 8, 2018 – Albert Ratner today cited several concerns that echo his own in this week’s Institutional Shareholder Services (ISS) communication and Forest City Realty Trust, Inc.’s (NYSE: FCEA) (“Forest City” or “FCE” or “the company”) strong third quarter and nine-month results as evidence of major deficiencies in the proxy statement regarding the company’s proposed sale to Brookfield Property Partners (NASDAQ: BPY; TSX: BPY.UN) (“Brookfield”).

Mr. Ratner is co-Chairman emeritus and former Chief Executive Officer of Forest City. His personal and family members’1 individual ownership stakes add up to approximately 10% of the company’s outstanding common shares.

Critical Issues and Questions Forest City’s Proxy Statement Fails to Address

Mr. Ratner highlighted several significant defects in the company’s proxy statement, which denies shareholders the information they need to properly evaluate and vote on this transaction:
Six of the seven Directors who voted in favor of the deal did so approximately two months after having become Directors, which, as ISS noted, “calls into question how they could have gained an adequate understanding of FCE and its assets such that they could determine that the deal was the best available alternative.” Mr. Ratner points out that they should instead have taken a fresh look at 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.