EX-99.2 3 ex99_2.htm EXHIBIT 99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value per share, of Forest City Realty Trust, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:  April 4, 2018

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
STARBOARD VALUE A LP
By: Starboard Value LP, its investment manager
By: Starboard Value A GP LLC, its general partner
   
STARBOARD VALUE AND OPPORTUNITY S LLC
STARBOARD VALUE LP
By: Starboard Value LP, its manager
By: Starboard Value GP LLC, its general partner
   
STARBOARD VALUE AND OPPORTUNITY C LP
STARBOARD VALUE GP LLC
By: Starboard Value R LP, its general partner
By: Starboard Principal Co LP, its member
   
STARBOARD VALUE R LP
STARBOARD PRINCIPAL CO LP
By: Starboard Value R GP LLC, its general partner
By: Starboard Principal Co GP LLC, its general partner
   
STARBOARD LEADERS JULIET LLC
STARBOARD PRINCIPAL CO GP LLC
By: Starboard Value A LP, its managing member
 
 
STARBOARD VALUE A GP LLC
STARBOARD LEADERS FUND LP
 
By: Starboard Value A LP, its general partner
STARBOARD VALUE R GP LLC
 
 
By:
/s/ Jeffrey C. Smith
 
   
Name:
Jeffrey C. Smith
 
   
Title:
Authorized Signatory
 
 
/s/ Jeffry C. Smith
 
JEFFREY C. SMITH
 
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Richard S. Hill, Oleg Khaykin and Jeffrey S. McCreary