Forest City Realty Trust

Thompson Hine has worked with Forest City Realty Trust, as a valued client for more than 35 years. Two representative examples of our work with Forest City follow below.

$300 Million Rule 144A Offering of 3.625% Convertible Senior Notes

Attorneys from our Corporate Transactions & Securities and Tax practice groups advised Forest City in a $300 million Rule 144A offering of convertible senior notes due 2020, its third Rule 144A offering in four years. We also represented Forest City in its previous two offerings. We assisted the company in pre-offering planning, due diligence, tax analysis, SEC compliance and disclosure, and preparation and negotiation of the purchase agreement, offering memorandum, indenture and other transaction documents, while working closely with in-house counsel, senior management and counsel for the initial purchasers.

$125 Million Public Offering of 7.375% Senior Notes Due 2034

Attorneys from our Corporate Transactions & Securities and Tax practice groups advised Forest City in a tax-qualified reopening in which it publicly offered an additional $125 million senior notes due 2034. Unlike most reopenings, which take place within days or weeks of the initial offering of the notes, this transaction occurred nine years after the original transaction. We provided critical tax analysis to confirm the feasibility of a qualified reopening and assisted the company in pre-offering planning, due diligence, SEC compliance and disclosure, and preparation and negotiation of the underwriting agreement, prospectus and other transaction documents, while working closely with in-house counsel, senior management and counsel for the underwriters.

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