Securities Exchange Act of 1934
Rule 12g-3

August 5, 2015

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

• The Reorganization will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and the REIT will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
• The Division will not object if the REIT, as successor to Forest City, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Registration Statements, provided that the REIT adopts the Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
• The REIT may take into account Forest City's reporting history under the Exchange Act in determining its eligibility to use Form S-3. Forest City's reporting history under the Exchange Act may also be used in determining whether the REIT "meets the requirements for use of Form S-3" within the meaning of Form S-4 and "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
• The Division will not recommend enforcement action to the Commission if: (1) the REIT does not register under the Securities Act its assumption of Forest City's obligations under the Company Notes; and (2) the REIT does not qualify a supplemental indenture under the Trust Indenture Act in connection with its assumption of such obligations. In arriving at these positions, we have noted in particular your representation that the REIT intends to deliver to the trustee under each indenture governing the Company Notes an opinion of counsel that such indenture authorizes the trustee to enter into a supplemental indenture without the vote or consent of the holders of the Company Notes for the purposes of effecting the Reorganization and, in particular, changing the obligor from Forest City to the REIT pursuant to the Reorganization.
• Forest City's Exchange Act reporting history may be taken into account when determining the REIT's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
• The REIT may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(a)(3) of the Securities Act.

Our positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2015/forest-city-enterprises-080515-12g3.htm