UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 12, 2016
MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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1-13274 |
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22-3305147 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
Harborside 3, 210 Hudson St., Ste. 400
Jersey City, New Jersey 07311
(Address of Principal Executive Offices)(Zip Code)
(732) 590-1000
(Registrant’s telephone number, including area code)
MACK-CALI REALTY, L.P.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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333-57103 |
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22-3315804 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
Harborside 3, 210 Hudson St., Ste. 400
Jersey City, New Jersey 07311
(Address of Principal Executive Offices)(Zip Code)
(732) 590-1000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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 8.01 Other Events.
On September 12, 2016, Mack-Cali Realty Corporation (the “General Partner”), the general partner of Mack-Cali Realty, L.P. (the “Operating Partnership”), announced that the Operating Partnership has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of the Operating Partnership’s outstanding 7.750% Senior Unsecured Notes due August 15, 2019.
The Tender Offer is being made exclusively pursuant to an offer to purchase dated September 12, 2016 and related letter of transmittal and notice of guaranteed delivery, which set forth the terms and conditions of the tender offer.
A copy of the General Partner’s press release announcing the Tender Offer is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Mack-Cali Realty Corporation dated September 12, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MACK-CALI REALTY CORPORATION | |
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Dated: September 12, 2016 |
By: |
/s/ Gary T. Wagner |
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Gary T. Wagner |
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General Counsel and Secretary |
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MACK-CALI REALTY, L.P. | |
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By: |
Mack-Cali Realty Corporation, |
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its general partner |
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Dated: September 12, 2016 |
By: |
/s/ Gary T. Wagner |
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Gary T. Wagner |
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General Counsel and Secretary |
Exhibit 99.1
M A C K – C A L I R E A L T Y C O R P O R A T I O N
NEWS RELEASE
For Immediate Release
MACK-CALI ANNOUNCES TENDER OFFER FOR ANY AND ALL OF ITS 7.750% SENIOR UNSECURED NOTES DUE AUGUST 15, 2019
Jersey City, New Jersey—September 12, 2016—Mack-Cali Realty Corporation (NYSE: CLI)(the “Company”) today announced that its operating partnership, Mack-Cali Realty, L.P. (the “Operating Partnership”), has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of the Operating Partnership’s outstanding 7.750% Senior Unsecured Notes due August 15, 2019 listed in the table below (the “Notes”).
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Title of |
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CUSIP Number |
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Principal |
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U.S. Treasury |
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Bloomberg |
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Fixed Spread |
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Hypothetical |
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7.750% senior unsecured notes due 2019 (1) |
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55448QAP1 |
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$250,000,000 |
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0.750% UST due 08/15/19 |
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FIT1 |
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+115 bps |
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$1,159.16 |
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(1) Issuer: Mack-Cali Realty, L.P.
(2) Per $1,000 principal amount.
(3) Hypothetical Tender Offer Consideration calculated on the basis of pricing for the U.S. Treasury Reference Security as of 11:00 a.m., New York City time, on September 9, 2016 and a Settlement Date (as defined below) on September 19, 2016. The actual Tender Offer Consideration (as defined below) payable pursuant to the Tender Offer will be calculated and determined as set forth in the Tender Offer Documents.
The Tender Offer consists of an offer on the terms and conditions set forth in the offer to purchase, dated September 12, 2016, and the related letter of transmittal and notice of guaranteed delivery (as they may each be amended or supplemented from time to time, the “Tender Offer Documents”), to purchase for cash any and all of the Notes. The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Tender Offer.
The Tender Offer will expire at 5:00 p.m., New York City time, on September 16, 2016, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”). Holders of Notes must validly tender and not validly withdraw their Notes prior to or at the Expiration Date to be eligible to receive the Tender Offer Consideration.
Notes may be validly withdrawn at any time prior to or at 5:00 p.m., New York City time, on September 16, 2016, unless such date and time is extended or earlier terminated by the Company, but not thereafter.
The “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Tender Offer Documents by reference to a fixed spread specified for the Notes (the “Fixed Spread”) specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on September 16, 2016, unless extended or earlier terminated.
Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Company initially makes payment for such Notes, which date is anticipated to be September 19, 2016 (the “Settlement Date”).
The Tender Offer is subject to the satisfaction or waiver of certain conditions specified in the Tender Offer Documents, but the Tender Offer is not subject to minimum tender conditions.
Information Relating to the Tender Offer
The Tender Offer Documents for the Notes are being distributed to holders beginning today. Citigroup Global Markets Inc. is the dealer manager for the Tender Offer. Investors with questions regarding the Tender Offer may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the depositary and information agent for the Tender Offer and can be contacted at (866) 807-2200 (toll-free) or (212) 430-3774 (collect).
None of the Company or its affiliates, their respective boards of directors, the dealer manager, the depositary and information agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or in any circumstances in which such offer or solicitation are unlawful. The full details of the Tender Offer, including complete instructions on how to tender Notes, are included in the Tender Offer Documents. Holders are strongly encouraged to read carefully the Tender Offer Documents, including materials incorporated by reference therein, because they will contain important information. The Tender Offer Documents may be downloaded from Global Bondholder Services Corporation’s website at http://www.gbsc-usa.com/Mack-Cali or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (866) 807-2200 (bankers and brokers can call collect at (212) 430-3774).
About Mack-Cali Realty Corporation
Mack-Cali Realty Corporation is a fully integrated, self-administered, self-managed real estate investment trust (REIT) providing management, leasing, development, and other tenant-related services for its two-platform operations of waterfront and transit-based office and luxury multi-family assets. Mack-Cali provides its tenants and residents with the most innovative communities that empower them to re-imagine the way they work and live.
Additional information on Mack-Cali Realty Corporation and the commercial real estate properties and multi-family residential communities available for lease can be found on the Company’s website at http://www.mack-cali.com.
Statements made in this press release may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.
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Contacts: |
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Anthony Krug |
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Ilene Jablonski |
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Deidre Crockett |
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