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Forest City announces shareholder approvals related to REIT conversion

CLEVELAND, Oct. 20, 2015 /PRNewswire/ -- Forest City Enterprises, Inc. (NYSE: FCEA and FCEB) today announced that shareholders approved all of the proposals related to the company's planned conversion to a real estate investment trust (REIT) submitted to their vote at a special meeting of shareholders held today. Forest City Realty Trust, as the successor to Forest City Enterprises, Inc. upon completion of the REIT conversion, plans to elect REIT status pursuant to the Internal Revenue Service Code effective January 1, 2016, and will continue to trade on the New York Stock Exchange under the symbols FCEA and FCEB.

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"This is an important moment in Forest City's history and a major milestone in our ongoing transformation," said Charles A. Ratner, chairman of Forest City's Board of Directors. "In more than 90 years since our founding, including 55 years as a publicly traded company, Forest City has constantly evolved and reinvented itself. Today's shareholder vote marks another exciting chapter in that story."  

"We are grateful for the support of our shareholders and confident in our ability to create and deliver shareholder value," said David J. LaRue, Forest City president and chief executive officer.  "As we move forward with REIT conversion, we remain focused on improving our balance sheet and operating margins, and on owning, managing and developing exceptional real estate – including one-of-a-kind mixed-use projects – in strong urban markets." 

About Forest City
Forest City Enterprises, Inc. is an NYSE-listed national real estate company with $10.3 billion in consolidated assets. The company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate throughout the United States. For more information, visit

Forward-Looking Statements
This communication contains forward-looking statements, including the statements regarding the planned REIT conversion (the "REIT Conversion"). These forward-looking statements are based on assumptions and expectations that may not be realized and are inherently subject to numerous risks and uncertainties, which could cause actual results to differ materially from these statements. These risks and uncertainties include, among others, the inability to complete the REIT Conversion in a timely manner, the failure to satisfy any conditions to completion of the REIT Conversion, including receipt of required third-party consents, the failure of the REIT Conversion to close for any other reason, the effect of the announcements regarding the REIT Conversion on the market price of the Company's common stock, the possibility that the anticipated benefits of the REIT Conversion will not be realized, or will not be realized within the expected time period, the inability to meet expectations regarding the accounting and tax treatments of the REIT Conversion, the possibility that the REIT Conversion may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management's attention from ongoing business operations and opportunities, the impact on us of complying with requirements to qualify as a real estate investment trust under the Internal Revenue Code (the "Code"), the impact of issuing equity, debt or both to satisfy the Code requirement to distribute pre-real estate investment trust earnings and profits and other costs incident to effectuating our plan to so qualify, the impact of the amount and timing of any future distributions by the Company and/or the REIT, the impact of covenants that could prevent us from satisfying the distribution requirements under the Code that must be met in order for us to so qualify, our lack of experience operating as an entity that so qualifies, legislative, administrative, regulatory or other actions affecting real estate investment trusts, including positions taken by the Internal Revenue Service, our ability to achieve our strategic goals, changes in the market price of the REIT's common stock following the REIT Conversion, our ability to complete non-core asset dispositions, the impact to our deferred tax liability balance if we qualify as a real estate investment trust under the Code, the state of the economy and financial markets generally and the effect on our industry, and the market for our common stock. For additional information regarding factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the risk factors described in the "Risk Factors" section of the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the "SEC") on September 17, 2015, and the risk factors included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as amended, as updated by annual, quarterly and other reports and documents that we file with the SEC. We caution investors not to place undue reliance on the forward-looking statements contained in this communication. These statements speak only as of the date of this communication, and we undertake no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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SOURCE Forest City Enterprises, Inc.

Jeff Frericks, Vice President - Capital Markets, 216-621-6060, or Jeff Linton, Senior Vice President - Corporate Communication, 216-621-6060

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