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RATNER ALBERT B filed this Form PX14A6G on 11/08/2018
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“Forest City shareholders deserve adequate disclosures in the interest of ensuring full and fair value. No matter how you slice it, there is a gaping chasm in valuation between the figures and framework depicted in the proxy and the true value of the company,” Mr. Ratner said.

Mr. Ratner’s Commentary on ISS Report Findings

Mr. Ratner also commented on findings in a report issued this week by ISS to its clients that offered ‘cautionary support’ for shareholders to vote for the transaction, and noted, among other things:
There are “valid concerns with the approval process and transaction terms, including that the board agreed in principle to the transaction approximately only two months after eight of the 12 directors were seated, with the new directors generally voting in favor of the deal, and that the offer is below future NAV estimates prepared by management.”
“…two of the board members with the most directly-applicable real estate experience – voted against the transaction.” These directors are: “Adam Metz (a former head of international real estate at The Carlyle Group, who was seated in April 2018) and Z. Jamie Behar (a holdover director who served for ten years as managing director of Real Estate & Alternative Investments at GM Investment Management Corp).”

According to Mr. Ratner, “While I am encouraged by ISS’s validation of the concerns that five dissenting Forest City directors and I have about the price and process by which Forest City’s short-time, activist-led directors approved by a vote of 7-5 (hastily changed from an initial 6-6 split) a sale to Brookfield, ISS’s recommendation, which appears to be premised at least in part on its view that we are in a rising interest rate environment, doesn’t account for the beneficial impact of inflation on the value of the company’s real estate.

“As experienced real estate developers and investors know, when interest rates rise, there are fewer new builds and, consequently, fewer new properties become available. As a result, existing properties – such as those owned by the company – are able to command higher rents, which increases, rather than decreases, the value of those properties.

“To be crystal clear, the question is not whether Forest City should be monetized, but whether Forest City shareholders should relinquish to Brookfield close to half of the intrinsic value of their shares for the sake of whatever incremental certainty Brookfield’s expedient offer may provide. And the answer for me is clear: no.

“I urge my fellow shareholders to join me in voting to reject Brookfield’s grossly inadequate offer, which understates the value of the company by at least $5.8 billion on an undiscounted basis, and promptly pursue an alternative path to deliver the value the company is worth,” Mr. Ratner said.