Photo of Jonathan Litt

STAMFORD, CT—For the third time in as many months, activist investor Land and Buildings Investment Management has penned an open letter to fellow shareholders of Forest City Realty Trust (FCE/A), expressing concerns about the REIT's NAV. Appearing over the signature of founder and CIO Jonathan Litt, the Land and Buildings letter that was made public Tuesday calls on FCE/A's board to form a special committee to evaluate strategic alternatives. A spokesman for FCE/A did not respond to GlobeSt.com's requests for comment by deadline Tuesday afternoon.

“We are highly confident that a formal strategic review process would produce indications of interest from credible private equity and public real estate investment trust buyers that could provide full value to shareholders,” Litt wrote Tuesday. That full value, Litt indicated in a Feb. 28 letter to the REIT's shareholders, is in the neighborhood of $31 per share, compared to then-current estimates of $28 per share. In his Jan. 28 letter, Litt termed that consensus value “too low.” Shares of common stock were trading at $22.76 as of mid-morning Tuesday, a price ballpark that Litt called “a significant discount to NAV.”

Reiterating a theme he sounded in the Feb. 28 letter, Litt on Tuesday wrote that “it appears to be business as usual” at Forest City, despite the addition of two new board members, Z. Jamie Behar and Craig Macnab, whose appointment and nomination, respectively, were announced by the retail, office and apartment REIT on Monday. Litt expressed concern that the new independent directors would be “outgunned” on a 13-member board comprised largely of appointees by the founding Ratner family.

He noted that both new board members “are going to be voted in by and will represent the class B shares held by the Ratners.” Moreover, Litt asked in his newest letter, “Are shareholders to believe the current board, most of whom have overseen the company's abject underperformance due, in our view, to a tangled web of nepotism and self-dealing, can exert proper oversight over management to execute on a strategic plan that will close the valuation gap to NAV?”

The REIT disclosed a NAV of $27 per share at the mid-point in its February investor presentation, Litt wrote Tuesday. “Any interest in the company by a credible buyer near the midpoint of the company's stated NAV range or higher should be fully evaluated because maximizing value today, as opposed to spending several more years fixing the company hoping to achieve similar values, could be the ideal path for shareholders,” according to Litt's letter. He added that any special committee “should retain its own financial advisor to evaluate potential interest and ensure the Ratners or management are not improperly interfering with the process.”

This past summer, another investor in FCE/A, Scopia Capital Management, called for change at the nearly 100-year-old company. The Wall Street Journal reported last August that Scopia's concern was over the REIT's dual-class stock structure, which gave the Ratner family voting control.

Photo of Jonathan Litt

STAMFORD, CT—For the third time in as many months, activist investor Land and Buildings Investment Management has penned an open letter to fellow shareholders of Forest City Realty Trust (FCE/A), expressing concerns about the REIT's NAV. Appearing over the signature of founder and CIO Jonathan Litt, the Land and Buildings letter that was made public Tuesday calls on FCE/A's board to form a special committee to evaluate strategic alternatives. A spokesman for FCE/A did not respond to GlobeSt.com's requests for comment by deadline Tuesday afternoon.

“We are highly confident that a formal strategic review process would produce indications of interest from credible private equity and public real estate investment trust buyers that could provide full value to shareholders,” Litt wrote Tuesday. That full value, Litt indicated in a Feb. 28 letter to the REIT's shareholders, is in the neighborhood of $31 per share, compared to then-current estimates of $28 per share. In his Jan. 28 letter, Litt termed that consensus value “too low.” Shares of common stock were trading at $22.76 as of mid-morning Tuesday, a price ballpark that Litt called “a significant discount to NAV.”

Reiterating a theme he sounded in the Feb. 28 letter, Litt on Tuesday wrote that “it appears to be business as usual” at Forest City, despite the addition of two new board members, Z. Jamie Behar and Craig Macnab, whose appointment and nomination, respectively, were announced by the retail, office and apartment REIT on Monday. Litt expressed concern that the new independent directors would be “outgunned” on a 13-member board comprised largely of appointees by the founding Ratner family.

He noted that both new board members “are going to be voted in by and will represent the class B shares held by the Ratners.” Moreover, Litt asked in his newest letter, “Are shareholders to believe the current board, most of whom have overseen the company's abject underperformance due, in our view, to a tangled web of nepotism and self-dealing, can exert proper oversight over management to execute on a strategic plan that will close the valuation gap to NAV?”

The REIT disclosed a NAV of $27 per share at the mid-point in its February investor presentation, Litt wrote Tuesday. “Any interest in the company by a credible buyer near the midpoint of the company's stated NAV range or higher should be fully evaluated because maximizing value today, as opposed to spending several more years fixing the company hoping to achieve similar values, could be the ideal path for shareholders,” according to Litt's letter. He added that any special committee “should retain its own financial advisor to evaluate potential interest and ensure the Ratners or management are not improperly interfering with the process.”

This past summer, another investor in FCE/A, Scopia Capital Management, called for change at the nearly 100-year-old company. The Wall Street Journal reported last August that Scopia's concern was over the REIT's dual-class stock structure, which gave the Ratner family voting control.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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