8-K

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): June 6, 2017

MACK-CALI REALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Maryland	1-13274	22-3305147
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Harborside 3, 210 Hudson St., Ste. 400

(Address of Principal Executive Offices) (Zip Code)

(732) 590-1010

(Registrant’s telephone number, including area code)

MACK-CALI REALTY, L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-57103	22-3315804
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Harborside 3, 210 Hudson St., Ste. 400

(Address of Principal Executive Offices) (Zip Code)

(732) 590-1010

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 7.01 Regulation FD

Beginning on June 6, 2017, Mack-Cali Realty Corporation, a Maryland corporation (the “General Partner”) and the general partner of Mack-Cali Realty, L.P. (the “Company,” and together with the General Partner, the “Registrants”), will participate in the Real Estate Research Conference hosted by the National Association of Real Estate Investment Trusts (“NAREIT”) at which members of the General Partner’s management will make a presentation to investors. A copy of the General Partner’s presentation materials for this NAREIT conference is furnished herewith as Exhibit 99.1.

Limitation of Incorporation by Reference

In accordance with General Instruction B.2. of Form 8-K, this information, including Exhibit 99.1 furnished herewith, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Cautionary Statements

This Current Report on Form 8-K, including the exhibits furnished herewith, contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. 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. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of various factors, including those listed in Exhibit 99.1 on page 2 and incorporated by reference herein. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by U.S. federal securities laws, we do not intend to update any of the forward-looking statements to reflect circumstances or events that occur after the statements are made or to conform the statements to actual results. The information contained in this Current Report on Form 8-K, including the exhibit filed herewith, should be viewed in conjunction with the consolidated financial statements and notes thereto appearing in the Registrants’ Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

In connection with the foregoing, the General Partner and the Company hereby furnish the following document:

Item 9.01              Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number	Exhibit Title
99.1	Investor Presentation.

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 7.01, “Regulation FD” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

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subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

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SIGNATURES

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

	MACK-CALI REALTY CORPORATION
Dated: June 6, 2017	By:	/s/ Gary T. Wagner
		Gary T. Wagner
		General Counsel and Secretary
	MACK-CALI REALTY, L.P.
	By:	Mack-Cali Realty Corporation,
		its general partner
Dated: June 6, 2017		By:	/s/ Gary T. Wagner
			Gary T. Wagner
			General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Investor Presentation.

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EX-99.1

Exhibit 99.1

NAREIT Presentation June 2017

Disclosure Regarding Forward-looking Statements 2 Statements made in this presentation 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 Reports 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.

Leadership Team 3 Mike DeMarco CEO Marshall Tycher Chairman, Roseland Mitch Rudin Vice Chairman Tony Krug CFO Gary Wagner General Counsel Ricardo Cardoso CIO Chris DeLorenzo EVP of Leasing Andrew Marshall President and COO of Roseland

Company Update 4 We recently released earnings on May 9th, 2017. This presentation is an update of our strategy and the market conditions we operate in. Office revenue – Strong second quarter to date, rollup in rents continue across all our assets, occupancy expected to be approximately the same as quarter end Tours have increased, followed by RFP’s Suburbs remain steady with pockets of strengths and weaknesses Flex continues to be strong both on occupancy and rents Waterfront has seen an uptick in tenant demand largely from non-financial tenants for front office and key business units in consumer, tech, marketing, and other non-financial industries

Company Update 5 Multi-family revenue – Hitting on all cylinders in our markets Occupancy has gone up to 98% Urby, Chase II, and Quarry Place, representing over 1,100 units of new product, are all leasing up more quickly at or above pro forma rents Urby – 56% (426 units) in 90 days at $56.76 average* Chase II – 71% (208 units) in 201 days at $27.47 average* Quarry Place – 52% (56 units) in 186 days at $44.62 average* *info as of 6/4/17

Company Update 6 Simple steps for the remainder of 2017- Staff reduction by June 30th, 2017 as we streamline our operations $2.5 million full year effect Expense reductions in operating costs are projected to be $3 million full year effect Asset sales are on track for $700 to $800 million, GAAP cap rates expected to be in the 6% to 7% cap rate range as we sell a combination of full and empty buildings and some land parcels

Company Update 7 Where we expect to be at the end of 2017- Less than half of the buildings we started with in 2015 (270 to 120) Quality of cash flow will be further improved with 75% office and 25% apartments with the waterfront being over 65% Better margins in both office and multi-family (65% or greater) as operating costs are controlled and revenue increases Strong and growing AFFO as we reduce our costs of attainment and capex Net debt to EBITDA at 7 times We will be poised to close our NAV gap as we handle these four issues: Rollover risk Quality of cash flow Multi-family pipeline Leverage levels

Definitions 8 This presentation includes references to the following defined terms: Funds from operations (“FFO”): Net income (loss) before noncontrolling interests of unitholders, computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains or losses from depreciable rental property transactions, and impairments related to depreciable rental property, plus real estate-related depreciation and amortization. Core FFO: FFO, as adjusted for certain items to facilitate comparative measurement of the Company’s performance over time. Adjusted FFO (“AFFO”): Core FFO less (i) recurring tenant improvements, leasing commissions and capital expenditures, (ii) straight-line rents and amortization of acquired below-market leases, net, and (iii) other non-cash income, plus (iv) other non-cash charges. EBITDA: Earnings before interest, tax, depreciation and amortization. Net Asset Value (“NAV”): Net projected value of the Company’s interest after accounting for all priority debt and equity payments, including capital invested by the Company.

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