JERSEY CITY, N.J., Sept. 12, 2016 /PRNewswire/ -- 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").
Title of
Security
|
CUSIP
Number
|
Principal Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg Reference
Page
|
Fixed
Spread
|
Hypothetical Tender
Offer Consideration (2)(3)
|
7.750% senior
unsecured notes due 2019 (1)
|
55448QAP1
|
$250,000,000
|
0.750% UST due
08/15/19
|
FIT1
|
+115 bps
|
$1,159.16
|
(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Notes may be validly withdrawn at any time prior to or at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.
Contacts:
|
Anthony Krug
Mack-Cali Realty Corporation
Chief Financial Officer
(732) 590-1030
tkrug@mack-cali.com
|
Ilene Jablonski
Mack-Cali Realty Corporation
Vice President of Marketing
(732) 590-1528
ijablonski@mack-cali.com
|
Deidre Crockett
Mack-Cali Realty Corporation
Director of Investor Relations
(732) 590-1025
dcrockett@mack-cali.com
|
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SOURCE Mack-Cali Realty Corporation