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Sale Of Forest City Off The Table As Chairman Steps Down

San Francisco's Financial District.

Forest City Realty Trust is not considering a sale, for the time being, after its board determined an offer from a potential buyer is not in shareholders’ best interest.

The REIT announced its decision in a letter to shareholders Thursday. Instead, nine current directors have agreed to resign from the board. James Ratner will become the interim chairman while a search for his replacement is underway.

The Cleveland, Ohio-based REIT attracted interest from 50 potential buyers, the company said.

Eventually, two buyers — who have not been named — submitted non-binding offers.

In January, Bloomberg reported Brookfield Asset Management was in talks to acquire Forest City. Late last year, it was reported that Equity Commonwealth was talking to Forest City about a potential merger.

The board decided to pursue an offer to acquire the company for $26 per share in cash. That offer was submitted by a “large financial investor with a strong track record of executing large, complex real estate and corporate transactions,” according to the letter.

Forest City New York Executive Chairman Bruce Ratner

Following negotiations, the financial investor returned March 13 with an offer to pay $25 per share in a proposal that included third-party consents with partners and lenders. It also required the cessation of dividend payments before closing.

The Forest City board asked if the buyer would consider removing some of the third-party consents as a condition to signing and closing a transaction. The buyer did not agree, and the board decided to reject the deal, saying the terms created “more uncertainty around a potential transaction" than it was willing to accept.

Nine board members are stepping down, and five more have been appointed. They are Michelle Felman, Adam Metz, Marran Ogilvie, William "Butch" Roberts and Robert Schriesheim, according to the letter. Starboard Value L.P., which owns 3% of the company’s outstanding shares, and Scopia Capital Management L.P., which owns 8%, will now have the right to appoint one additional director.

The Ratner family director nomination rights will go from four to two designees, and one director who is independent under the New York Stock Exchange’s listing standards.

Brookfield is not done with possible acquisitions despite have its offer for Forest City rebuffed. The Canadian equity giant is courting mall-owning REIT GGP, and has submitted a new offer to take it over, Reuters reported last week.

Brookfield is the Chicago-based GGP’s largest shareholder. GGP, which owns more than 120 retail properties through the United States, rejected the $14.8B takeover from Brookfield last November.

Representatives for Brookfield did not immediately return a request for comment. Forest City declined to comment beyond the release.