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Activist pans Forest City for self-dealing, 'value-destroying' new development

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Activist pans Forest City for self-dealing, 'value-destroying' new development

Activist investor Land & Buildings Investment Management LLC called on Forest City Realty Trust Inc. shareholders in a Jan. 30 letter to push management for strategic and structural change to realize the company's full value.

In the letter, Jonathan Litt, Land & Buildings' chief investment officer and the voice of its many REIT activist campaigns in recent years, said Forest City, which completed its REIT conversion in early 2016 after a series of noncore asset sales, is now finally "investable," but he targeted several areas where he said change is needed, namely, the company's "bloated" general and administrative liabilities and the still-strong influence of the founding Ratner family at the board level.

Litt accused the company of nepotism and self-dealing, "horrible" shareholder returns over the years, and "value-destroying" capital allocation via rampant new development, which he estimated has resulted in $2.3 billion of impairments over the last decade, amounting to 40% of the company's current equity market capitalization.

"No one has been held accountable for the losses and the Company maintains over $800 million of construction in progress despite the abysmal track record," Litt said.

Forest City did not immediately return a request for comment.

Another activist, Scopia Capital Management LP, pushed Forest City in 2016 to eliminate its dual-class share structure to loosen the Ratner family's control on the company. In December, the company's board asked shareholders to approve the change at the company's 2017 annual meeting.

In his letter, Litt called for a special shareholder meeting following the 2017 annual meeting to allow shareholders to vote on all 13 board seats and present alternate candidates. He also wants a special committee of independent board members to be formed to explore strategic alternatives.