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The Notes will be convertible, at the holder's option, into Forest City's Class A common stock at any time prior to the close of business on the trading day immediately preceding the maturity date. Forest City expects to grant to the initial purchasers a 13-day option to purchase up to an additional
The Notes will be general senior unsecured obligations of
The Notes will be redeemable at Forest City's option, in whole or in part, at any time up to
Forest City intends to use the net proceeds from this offering to repay the outstanding balance of its 6.500% Senior Notes due 2017 and other outstanding debt. Pending application of the net proceeds as described above, the proceeds will be held in an escrow account and invested in short-term, investment-grade, interest-bearing securities.
The Notes and the shares of Forest City's Class A common stock issuable upon conversion of the Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Forest City
Safe Harbor Language
Statements made in this press release regarding the proposed issuance of Notes are forward-looking statements. The Company may be unable to issue any Notes or may determine to offer and sell securities with different terms from the Notes. Risks and other factors that could cause the offering not to be completed or to be completed with different terms, include market conditions, changes in the level and volatility of interest rates, credit rating downgrades, and volatility in the market price of the Company's publicly traded securities, as well as other risks listed from time to time in the Company's filings with the
Robert O'Brien, Executive Vice President - Chief Financial Officer, 216-621-6060, or Jeff Linton, Senior Vice President - Corporate Communication, 216-416-3558