8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 6, 2015

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Forest City Enterprises, Inc.

(Exact name of registrant as specified in its charter)

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Ohio (State or other jurisdiction of incorporation)	1-4372 (Commission File Number)	34-0863886 (I.R.S. Employer Identification No.)
Terminal Tower, 50 Public Square Suite 1100, Cleveland, Ohio		44113
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: 216-621-6060
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On May 6, 2015, Forest City Enterprises, Inc. (the "Company") announced that it had priced an underwritten public offering of 32,500,000 shares of its Class A common stock, par value $0.33⅓ per share (the “Shares”) at a price per Share of $22.50 (the "Offering"). In addition, the Company has granted to the underwriters for the Offering an option for 30 days to purchase up to an additional 4,875,000 Shares. The joint book-running managers for the Offering are BofA Merrill Lynch, Goldman, Sachs & Co., Citigroup, Barclays and Morgan Stanley. Subject to customary closing conditions, the Offering is expected to close on or about May 12, 2015.

A copy of the Company’s press release announcing the pricing of the Offering is furnished hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1	—	Press Release of Forest City Enterprises, Inc. dated May 6, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FOREST CITY ENTERPRISES, INC.
Date:	May 6, 2015	By:	/s/ ROBERT G. O'BRIEN
		Name:	Robert G. O’Brien
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1	—	Press Release of Forest City Enterprises, Inc. dated May 6, 2015

EX-99.1

Exhibit 99.1

At the Company:

Jeff Frericks                             

Vice President – Capital Markets

216-621-6060

Jeff Linton

Senior Vice President – Corporate Communication

216-621-6060

For immediate release

Forest City Enterprises, Inc. Prices Offering of

32.5 Million Shares of Class A Common Stock

CLEVELAND, Ohio – May 6, 2015 – Forest City Enterprises, Inc. (NYSE: FCEA and FCEB) today announced the pricing of its previously announced public offering of 32.5 million shares of Class A common stock at $22.50 per share. The company has granted the underwriters a 30-day option to purchase up to an additional 4.875 million shares. Subject to customary closing conditions, the offering is expected to close on May 12, 2015.

The joint book-running managers for this offering are BofA Merrill Lynch, Goldman, Sachs & Co., Citigroup, Barclays and Morgan Stanley.

The company estimates that net proceeds from this offering will be approximately $701.2 million, after deducting underwriting discounts, commissions and estimated transaction expenses payable by the company, or approximately $806.5 million if the underwriters’ option is fully exercised. Forest City intends to use up to $400 million of the net proceeds to finance its previously announced acquisition of the 49 percent equity interest of Health Care REIT, Inc. in seven life-science office buildings and two parking facilities at University Park at MIT in Cambridge, Massachusetts. It further intends to use remaining net proceeds to pay off or otherwise reduce debt and for general corporate purposes.

Copies of the final prospectus supplement relating to these securities may be obtained by contacting BofA Merrill Lynch, Goldman, Sachs & Co., or Citigroup, by contacting BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attention: Prospectus Department or e‐mailing at dg.prospectus_requests@baml.com; calling Goldman, Sachs & Co. toll free at 1‐866‐471‐2526 or by emailing prospectus‐ny@ny.email.gs.com; or by contacting Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or calling toll free at 1‐800‐831‐9146.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale

would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.

Corporate Description

Forest City Enterprises, Inc. is an NYSE-listed national real estate company engaged in the ownership, development, management and acquisition of commercial and residential real estate throughout the United States.

Safe Harbor Language

Statements made in this press release regarding the offering of shares of Class A common stock are forward‐looking statements. The company may be unable to close the offering of Class A common stock. Risks and other factors that could cause the offering not to be completed including the company’s inability to satisfy the applicable closing conditions, as well as other risks listed from time to time in the company’s filings with the SEC, including but not limited to, the company’s annual and quarterly reports. The company has no obligation to revise or update any forward‐looking statements, other than imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.