Press Release July 01, 2013

Goodwin Procter Advises Forest City on $2 Billion Joint Venture with QIC

Goodwin Procter recently advised client Forest City Enterprises, Inc. (NYSE: FCEA and FCEB) on its joint venture with QIC, one of Australia’s largest institutional investment managers. According to terms of the transaction, Forest City will contribute its ownership interest in eight regional retail shopping malls, valued at $2.05 billion, to the joint venture while QIC will acquire 49% of those interests for cash. The portfolio includes the following properties:

• Galleria at Sunset in Henderson, Nev.;
• Antelope Valley Mall in Palmdale, Calif.;
• Short Pump Town Center in Richmond, Va.;
• South Bay Galleria in Redondo Beach, Calif.;
• Victoria Gardens in Rancho Cucamonga, Calif.;
• Charleston Town Center in Charleston, W.Va.;
• Mall at Robinson near Pittsburgh, Pa.; and
• Promenade in Temecula, in Temecula, Calif.

Forest City will be the managing member of the joint ventures and responsible for the leasing, operations, marketing, financing, development services and asset management of the properties.

Forest City Enterprises, Inc. is a national real estate company with $10.6 billion in total assets. The company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. Forest City is headquartered in Cleveland, Ohio.

Based in Queensland, Australia, QIC is a leading provider of dynamic investment solutions for sovereign wealth funds, superannuation funds and other institutional investors. Established in 1991 by the Queensland Government to manage its long-term investments, the company has grown to be the third largest institutional investment manager in Australia, with more than 90 local and international clients and $71.3 billion (as of March 2013) in funds under management.

Goodwin previously represented Forest City in the creation of its strategic capital partnership with Arizona State Retirement Systems (ASRA) and a $400 million equity fund that will invest in multifamily development projects in New York City, Washington, D.C., Boston, Los Angeles and San Francisco.

The Goodwin team on the QIC transaction was led by partners Michael Glazer and Mark Kirshenbaum, and included partner Diane McCabe and counsel Rosemary Dodek.

More information on the transaction can be found in the Forest City press release.