Skip to main content

Forest City Realty Trust reverses itself, will drop family control; Bruce Ratner to leave board (Pacific Park loss a factor?)

Some six weeks after the controlling Ratner family rejected a plan to change the dual-class stock structure of Forest City Realty Trust--which investment analysts, corporate governance experts, and activist stockholders have criticized as avoiding best practice and contributing to a lower stock price--the family reversed itself yesterday.

From Scopia Capital August 2016 presentation
The timing suggests that a precipitating factor was the $300 million impairment--loss in asset value--announced in early November on the Pacific Park Brooklyn project

Notably, Bruce Ratner, Chairman of the Brooklyn-based subsidiary Forest City Ratner, is stepping down from the parent's board and, unlike his cousin Chuck Ratner, who's stepping down as chairman, got no praise from the company. Bruce Ratner's spot on the board, to be taken by an independent director, will help tip the board to non-family control.

The headline on the press release was Forest City Enters into Agreement to Eliminate the Company's Dual-Class Share Structure; Announces Board Changes and Corporate Governance Enhancements.

On board was Scopia Capital Management, which (as the Plain Dealer noted) owns 8.4% of FCRT's Class A shares, and surely wants to see the value unlocked. Scopia titled its August 2016 critical presentation "The ABCs Of the Dual-Class Structure at Forest City: Towing an Anchor."
From Yahoo Finance

Forest City's stock went up 9.81% yesterday, but, as shown in the chart at left from Yahoo Finance, 10%, that only partly recovered from the loss that occurred after Forest City announced a $300 million impairment, mostly on Pacific Park.

So what changed?

The press release was silent, but I have to believe that last month's announcement was a factor.

Also, TheStreet.com on 12/1/16 downgraded the stock (see below right) from C (hold) to D+ (sell). Yesterday, in response to Forest City's announcement, Citigroup upgraded Forest City from neutral to buy.

The details

Under the proposed reclassification, shares of Forest City's Class B stock, owned by the extended Ratner family, would be exchanged shares for 1.31 shares of Class A stock. Shareholder approval is expected, as the Ratner family, and Scopia, have signed on.

In a joint statement, Chairman Chuck Ratner along with Scott S. Cowen, Chairman of the Special Committee set up to evaluate the change, said, "Eliminating the dual-class share structure is an important step in Forest City's continued evolution. After carefully reviewing the Company's options to further enhance value for shareholders, we determined that now is the right time to collapse the dual-class structure."

That doesn't explain why it wasn't the right time six weeks ago.

Chuck Ratner will retire from Forest City at the end of this year, after 50 years of service, and will step down from the Board; he said he'd always aimed to retire at age 75. FCRT President and CEO David LaRue saluted him. He will be succeeded by cousin James A. Ratner, now Executive VP of Development, as non-Executive Chairman, and James Ratner will give up his management job.

Regarding Bruce Ratner

Also, in full: "The Company also announced that Bruce C. Ratner, who has served as a Director since 2007, will also step down from the Board by year-end. Bruce Ratner will continue in his role at the Company's New York subsidiary."

That's not saying much.

Comments

Popular posts from this blog

Barclays Center/Levy Restaurants hit with suit charging discrimination on disability, race; supervisors said to use vicious slurs, pursue retaliation

The Daily News has an article today, Barclays Center hit with $5M suit claiming discrimination against disabled, while the New York Post headlined its article Barclays Center sued over taunting disabled employees.

While that's part of the lawsuit, more prominent are claims of racial discrimination and retaliation, with black employees claiming repeated abuse by white supervisors, preferential treatment toward Hispanic colleagues, and retaliation in response to complaints.

Two individual supervisors, for example, are charged with  referring to black employees as “black motherfucker,” “dumb black bitch,” “black monkey,” “piece of shit” and “nigger.”

Two have referred to an employee blind in one eye as “cyclops,” and “the one-eyed guy,” and an employee with a nose disorder as “the nose guy.”

There's been no official response yet though arena spokesman Barry Baum told the Daily News they, but take “allegations of this kind very seriously” and have "a zero tolerance policy for…

Behind the "empty railyards": 40 years of ATURA, Baruch's plan, and the city's diffidence

To supporters of Forest City Ratner's Atlantic Yards project, it's a long-awaited plan for long-overlooked land. "The Atlantic Yards area has been available for any developer in America for over 100 years,” declared Borough President Marty Markowitz at a 5/26/05 City Council hearing.

Charles Gargano, chairman of the Empire State Development Corporation, mused on 11/15/05 to WNYC's Brian Lehrer, “Isn’t it interesting that these railyards have sat for decades and decades and decades, and no one has done a thing about them.” Forest City Ratner spokesman Joe DePlasco, in a 12/19/04 New York Times article ("In a War of Words, One Has the Power to Wound") described the railyards as "an empty scar dividing the community."

But why exactly has the Metropolitan Transportation Authority’s Vanderbilt Yard never been developed? Do public officials have some responsibility?

At a hearing yesterday of the Brooklyn Borough Board Atlantic Yards Committee, Kate Suisma…

No, security guards can't ban photos. Questions remain about visibility of ID/sticker system.

The bi-monthly Atlantic Yards/Pacific Park Community Update meeting June 14, held at 55 Hanson Place, addressed multiple issues, including delays in the project, a new detente with project neighbors,concerns about traffic congestion, upcoming sewer work and demolitions, and an explanation of how high winds caused debris to fly off the under-construction 38 Sixth Avenue building. I'll have more coverage.
Security issues came up several times at the meeting.
Wayne Bailey, a resident who regularly takes photos and videos (that I often use) of construction/operations issues that impact residents, asked representatives of Tishman Construction if the security guard at the sites they're building works for them.
After Tishman Senior VP Eric Reid said yes, Bailey asked why a guard told him not to shoot video of the site, even though he was on a public street.

"I will address it with principals for that security firm," Reid said.
Forest City Ratner executive Ashley Cotton, the …

Atlantic Yards/Pacific Park graphic: what's built/what might be coming (post-dated pinned post)

This graphic, posted in November 2017, is post-dated to stay at the top of the blog. It will be updated as announced configurations change and buildings launch. Note the unbuilt B1 and the proposed shift in bulk to the unbuilt Site 5.

The August 2014 tentative configurations proposed by developer Greenland Forest City Partners will change. The project is already well behind that tentative timetable.

The previous graphic, from August 2017 (without the ghost B1)

Barclays Center event June 11 to protest plans to expand Israeli draft; questions about logistics

At right is a photo of a poster spotted in Hasidic Williamsburg right. Clearly there's an event scheduled at the Barclays Center aimed at the Haredi Jewish community (strict Orthodox Jews who reject secular culture), but the lack of English text makes it cryptic.

The website Matzav.com explains, Protest Against Israeli Draft of Bnei Yeshiva Rescheduled for Barclays Center:
A large asifa to protest the drafting of bnei yeshiva in Eretz Yisroel into the Israeli army that had been set to take place this month will instead be held on Sunday, 17 Sivan/June 11, at the Barclays Center in Downtown Brooklyn, NY. So attendees at a big gathering will protest an apparent change of policy that will make it much more difficult for traditional Orthodox Jewish students--both Hasidic (who follow a rebbe) and non-Hasidic (who don't)--to get deferments from the draft. Comments on the Yeshiva World website explain some of the debate.

The logistical questions

What's unclear is how large the ev…

Atlanta's Atlantic Yards moves ahead

First mentioned in April, the Atlantic Yards project in Atlanta is moving ahead--and has the potential to nudge Atlantic Yards in Brooklyn further down in Google searches.

According to a 5/30/17 press release, Hines and Invesco Real Estate Announce T3 West Midtown and Atlantic Yards:
Hines, the international real estate firm, and Invesco Real Estate, a global real estate investment manager, today announced a joint venture on behalf of one of Invesco Real Estate’s institutional clients to develop two progressive office projects in Atlanta totalling 700,000 square feet. T3 West Midtown will be a 200,000-square-foot heavy timber office development and Atlantic Yards will consist of 500,000 square feet of progressive office space in two buildings. Both projects are located on sites within Atlantic Station in the flourishing Midtown submarket.
Hines will work with Hartshorne Plunkard Architecture (HPA) as the design architect for both T3 West Midtown and Atlantic Yards. DLR Group will be t…

Not quite the pattern: Greenland selling development sites, not completed condos

Real Estate Weekly, reporting on trends in Chinese investment in New York City, on 11/18/15 quoted Jim Costello, a senior vice president at research firm Real Capital Analytics:
“They’re typically building high-end condos, build it and sell it. Capital return is in a few years. That’s something that is ingrained in the companies that have been coming here because that’s how they’ve grown in the last 35 years. It’s always been a development game for them. So they’re just repeating their business model here,” he said. When I read that last November, I didn't think it necessarily applied to Atlantic Yards/Pacific Park, now 70% owned (outside of the Barclays Center and B2 modular apartment tower), by the Greenland Group, owned significantly by the Shanghai government.
A majority of the buildings will be rentals, some 100% market, some 100% affordable, and several--the last several built--are supposed to be 50% market/50% subsidized. (See tentative timetable below.)

Selling development …