Toggle SGML Header (+)


Section 1: 8-K (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): April 3, 2019 (March 29, 2019)

 


 

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
Jersey City, New Jersey 07311

(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

Jersey City, New Jersey 07311

(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 2.01 - Completion of Acquisition or Disposition of Assets

 

As previously disclosed, on February 21, 2019, and as subsequently amended on March 4, 2019, certain wholly-owned subsidiaries of Mack-Cali Realty, L.P. (the “Operating Partnership”), the operating partnership through which Mack-Cali Realty Corporation (the “General Partner”), conducts substantially all of its operations, entered into two (2) agreements of purchase and sale (collectively, the “Agreements”) with RMC Acquisition Entity, LLC (the “Purchaser”), a Delaware limited liability company affiliated with the Robert Martin Company, LLC (“RMC”).  The Operating Partnership and the General Partner are collectively defined as the “Company”. Pursuant to the Agreements, the Company agreed to sell to the Purchaser all of the Company’s right, title and interest in and to certain fee and leasehold interests in a portfolio of 56 office/flex buildings and associated real property located in Westchester County, New York and Stamford, Connecticut aggregating approximately 3.1 million square feet of office/flex space, (collectively, the “Flex Portfolio”) for an aggregate purchase price of $487,500,000 (the “Purchase Price”).

 

On March 29, 2019, the Company completed the sale of the Flex Portfolio to the Purchaser for the Purchase Price.  The Company estimates to record a gain on the sale of the Flex Portfolio of approximately $250 million.  The Company received net sales proceeds of approximately $461 million, $251.1 million of which were held by a qualified intermediary at the completion of the transaction, which is included in deferred charges, goodwill and other assets, net (classified as a non-cash event).  Additionally, included in the purchase consideration for the sale was the redemption by the Purchaser of 301,638 common units in the Operating Partnership, valued at $6.6 million pursuant to the Agreements.  The Company used the net cash received at the closing, after closing costs, pro-rations, security deposit transfers and other credits, of approximately $209.9 million, as follows: (1) repaid $119.9 million of outstanding borrowings under its unsecured revolving credit facility; and (2) paid down $90 million of its $350 unsecured term loan.  A copy of the General Partner’s press release announcing the completion of the sale of the Flex Portfolio is filed as Exhibit 99.1 hereto.

 

Item 9.01                                           Financial Statements and Exhibits

 

(b) Pro Forma Financial Information - The following unaudited pro forma financial statements of the General Partner and the Operating Partnership are submitted at the end of this Current Report on Form 8-K and are filed herewith and incorporated herein by reference:

 

 

Page

Summary of Unaudited Pro Forma Financial Statements

F-1

Unaudited Pro Forma Consolidated Balance Sheet of Mack-Cali Realty Corporation and Subsidiaries as of December 31, 2018

F-2

Unaudited Pro Forma Consolidated Balance Sheet of Mack-Cali Realty, L.P. and Subsidiaries as of December 31, 2018

F-3

Notes to Unaudited Pro Forma Consolidated Balance Sheets

F-4

Unaudited Pro Forma Consolidated Statement of Operations of Mack-Cali Realty Corporation and Subsidiaries for the Year Ended December 31, 2018

F-5

Unaudited Pro Forma Consolidated Statement of Operations of Mack-Cali Realty, L.P. and Subsidiaries for the Year Ended December 31, 2018

F-6

Notes to Unaudited Pro Forma Consolidated Statements of Operations

F-7

 

(d)  Exhibits

 

Exhibit Number

 

Exhibit Title

 

 

 

99.1

 

Press Release of Mack-Cali Realty Corporation dated April 3, 2019.

 

2


 

EXHIBIT INDEX

 

Exhibit Number

 

Exhibit Title

 

 

 

99.1

 

Press Release of Mack-Cali Realty Corporation dated April 3, 2019.

 

3


 

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: April 3, 2019

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: April 3, 2019

 

By:

/s/ Gary T. Wagner

 

 

Gary T. Wagner

 

 

General Counsel and Secretary

 

4


 

Mack-Cali Realty Corporation and Subsidiaries

Mack-Cali Cali Realty, L.P. and Subsidiaries

Summary of Unaudited Pro Forma Financial Statements

 

The unaudited pro forma financial information should be read in conjunction with the financial statements and notes of the General Partner and the Operating Partnership included in its annual report filed on Form 10-K for the year ended December 31, 2018, (filed February 20, 2019).

 

The unaudited pro forma financial information is presented in accordance with Article 11 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”) to give effect to the sale of the Flex Portfolio, less closing costs, which closed on March 29, 2019.  This pro forma financial information also reflects the use of proceeds described above, including the repayment of the Company’s $119.9 million of outstanding borrowings under its unsecured revolving credit facility and the pay down of $90 million of the Company’s $350 unsecured term loan.

 

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2018 give effect to the Flex Portfolio disposition described above as if it had occurred on January 1, 2018, and the impact on interest expense of debt paydowns as if those paydowns occurred on January 1, 2018.

 

In the opinion of the General Partner’s and Operating Partnership’s management, all adjustments necessary to reflect the effects of the transaction described above have been made. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the General Partner’s and Operating Partnership’s actual results of operations or financial condition would have been had the transaction occurred on the date indicated, nor does it purport to represent the future results of operations or financial condition of the General Partner or the Operating Partnership.

 

F-1


 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2018

(Unaudited; in thousands, except per share amounts)

 

 

 

 

 

Pro forma

 

 

 

 

 

Historical (a)

 

Adjustments (b)

 

Pro forma

 

ASSETS

 

 

 

 

 

 

 

Rental Property

 

 

 

 

 

 

 

Land and leasehold interests

 

$

807,236

 

$

(38,402

)

$

768,834

 

Buildings and Improvements

 

4,109,797

 

(302,486

)

3,807,311

 

Tenant improvements

 

335,266

 

(30,437

)

304,829

 

Furniture, fixtures and equipment

 

53,718

 

 

53,718

 

 

 

5,306,017

 

(371,325

)

4,934,692

 

Less - accumulated depreciation and amortization

 

(1,097,868

)

175,818

 

(922,050

)

 

 

4,208,149

 

(195,507

)

4,012,642

 

Rental property held for sale, net

 

108,848

 

 

108,848

 

Net investment in rental property

 

4,316,997

 

(195,507

)

4,121,490

 

Cash and cash equivalents

 

29,633

 

 

29,633

 

Restricted cash

 

19,921

 

 

19,921

 

Investments in unconsolidated joint ventures

 

232,750

 

 

232,750

 

Unbilled rents receivable, net

 

100,737

 

(11,001

)

89,736

 

Deferred charges, goodwill and other assets, net

 

355,234

 

237,449

 

592,683

 

Accounts receivable, net of allowance for doubtful accounts of $1,108

 

5,372

 

(269

)

5,103

 

 

 

 

 

 

 

 

 

Total assets

 

$

5,060,644

 

$

30,672

 

$

5,091,316

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Senior unsecured notes, net

 

$

570,314

 

$

 

$

570,314

 

Unsecured revolving credit facility and term loans

 

790,939

 

(209,928

)

581,011

 

Mortgages, loans payable and other obligations, net

 

1,431,398

 

 

1,431,398

 

Dividends and distributions payable

 

21,877

 

 

21,877

 

Accounts payable, accrued expenses and other liabilities

 

168,115

 

(444

)

167,671

 

Rent received in advance and security deposits

 

41,244

 

(7,556

)

33,688

 

Accrued interest payable

 

9,117

 

 

9,117

 

Total liabilities

 

3,033,004

 

(217,928

)

2,815,076

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

330,459

 

 

330,459

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Mack-Cali Realty Corporation stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.01 par value, 190,000,000 shares authorized, 90,320,306 shares outstanding

 

903

 

 

903

 

Additional paid-in capital

 

2,561,503

 

 

2,561,503

 

Dividends in excess of net earnings

 

(1,084,518

)

228,297

 

(856,221

)

Accumulated other comprehensive income

 

8,770

 

 

8,770

 

Total Mack-Cali Realty Corporation stockholders’ equity

 

1,486,658

 

228,297

 

1,714,955

 

 

 

 

 

 

 

 

 

Noncontrolling interests in subsidiaries:

 

 

 

 

 

 

 

Operating Partnership

 

168,373

 

20,303

 

188,676

 

Consolidated joint ventures

 

42,150

 

 

42,150

 

Total noncontrolling interests in subsidiaries

 

210,523

 

20,303

 

230,826

 

 

 

 

 

 

 

 

 

Total equity

 

1,697,181

 

248,600

 

1,945,781

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

5,060,644

 

$

30,672

 

$

5,091,316

 

 

F-2


 

MACK-CALI REALTY, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2018

(Unaudited; in thousands, except per unit amounts)

 

 

 

 

 

Pro forma

 

 

 

 

 

Historical (a)

 

Adjustments (b)

 

Pro forma

 

ASSETS

 

 

 

 

 

 

 

Rental Property

 

 

 

 

 

 

 

Land and leasehold interests

 

$

807,236

 

$

(38,402

)

$

768,834

 

Buildings and Improvements

 

4,109,797

 

(302,486

)

3,807,311

 

Tenant improvements

 

335,266

 

(30,437

)

304,829

 

Furniture, fixtures and equipment

 

53,718

 

 

53,718

 

 

 

5,306,017

 

(371,325

)

4,934,692

 

Less - accumulated depreciation and amortization

 

(1,097,868

)

175,818

 

(922,050

)

 

 

4,208,149

 

(195,507

)

4,012,642

 

Rental property held for sale, net

 

108,848

 

 

108,848

 

Net investment in rental property

 

4,316,997

 

(195,507

)

4,121,490

 

Cash and cash equivalents

 

29,633

 

 

29,633

 

Restricted cash

 

19,921

 

 

19,921

 

Investments in unconsolidated joint ventures

 

232,750

 

 

232,750

 

Unbilled rents receivable, net

 

100,737

 

(11,001

)

89,736

 

Deferred charges, goodwill and other assets, net

 

355,234

 

237,449

 

592,683

 

Accounts receivable, net of allowance for doubtful accounts of $1,108

 

5,372

 

(269

)

5,103

 

 

 

 

 

 

 

 

 

Total assets

 

$

5,060,644

 

$

30,672

 

$

5,091,316

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Senior unsecured notes, net

 

$

570,314

 

$

 

$

570,314

 

Unsecured revolving credit facility and term loans

 

790,939

 

(209,928

)

581,011

 

Mortgages, loans payable and other obligations, net

 

1,431,398

 

 

1,431,398

 

Distributions payable

 

21,877

 

 

21,877

 

Accounts payable, accrued expenses and other liabilities

 

168,115

 

(444

)

167,671

 

Rent received in advance and security deposits

 

41,244

 

(7,556

)

33,688

 

Accrued interest payable

 

9,117

 

 

9,117

 

Total liabilities

 

3,033,004

 

(217,928

)

2,815,076

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

330,459

 

 

330,459

 

 

 

 

 

 

 

 

 

Partners’ Capital:

 

 

 

 

 

 

 

General Partner, 90,320,306 common units outstanding

 

1,413,497

 

228,297

 

1,641,794

 

Limited partners, 10,174,285 common units outstanding

 

232,764

 

20,303

 

253,067

 

Accumulated other comprehensive income

 

8,770

 

 

8,770

 

Total Mack-Cali Realty. L.P. partners’ capital

 

1,655,031

 

248,600

 

1,903,631

 

 

 

 

 

 

 

 

 

Noncontrolling interests in consolidated joint ventures

 

42,150

 

 

42,150

 

 

 

 

 

 

 

 

 

Total equity

 

1,697,181

 

248,600

 

1,945,781

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

5,060,644

 

$

30,672

 

$

5,091,316

 

 

F-3


 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

MACK-CALI REALTY, L.P. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2018

(Unaudited)

 

NOTE 1:   PRO FORMA BASIS OF PRESENTATION

 

The unaudited pro forma consolidated balance sheets of the General Partner and the Operating Partnership are presented as if the Flex Portfolio disposition had occurred on December 31, 2018. The following pro forma adjustments are included in the consolidated balance sheets:

 


(a)                                 Reflects the December 31, 2018 historical consolidated balance sheet of the General Partner and the Operating Partnership, as reported in the Form 10-K (filed February 20, 2019).

 

(b)                                 Represents adjustments to reflect the Flex Portfolio disposition and use of proceeds, as follows:

 

·                  The elimination of assets and liabilities attributable to the Flex Portfolio as if the sale had occurred on January 1, 2018.

 

·                  The pro forma increase to deferred charges, goodwill and other assets, net, resulting from $251.1 million of the sales proceeds to the Company being held by a qualified intermediary with the completion of the sale, as well as approximately $1 million from amounts due from the settlement of hedged interest rate swap agreements resulting from the repayment of debt with sales proceeds, which are classified in this balance sheet account.

 

·                  The reduction of unsecured credit facility and term loans as a result of the pay down of a total of $209.9 million of debt with the net cash proceeds from the disposition.

 

·                  The pro forma increase of accounts payable, accrued expenses and other liabilities due to accrued estimated closing costs for the transaction of approximately $3 million.

 

·                  The reduction of Noncontrolling interests in Operating Partnership and dividends in excess of net earnings for the General Partner, and the reduction of Partners’ Capital for the General Partnership, which resulted from the redemption of 301,638 common units in the Operating Partnership, with a book value of $5 million, as part of the disposition consideration.

 

·                  The corresponding estimated gain on the sale of the Flex Portfolio disposition in the respective equity accounts.

 

F-4


 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2018

(Unaudited; in thousands, except per share amounts)

 

 

 

 

 

Pro forma

 

 

 

 

 

 

 

Historical (a)

 

Adjustments

 

 

 

Pro forma

 

REVENUES

 

 

 

 

 

 

 

 

 

Base rents

 

$

436,222

 

$

(53,794

)

(b)

 

$

382,428

 

Escalation and recoveries from tenants

 

44,121

 

(1,586

)

(b)

 

42,535

 

Real estate services

 

17,094

 

 

 

 

17,094

 

Parking income

 

22,117

 

(12

)

(b)

 

22,105

 

Other income

 

11,052

 

(553

)

(b)

 

10,499

 

Total revenues

 

530,606

 

(55,945

)

 

 

474,661

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

Real estate taxes

 

64,555

 

(5,404

)

(b)

 

59,151

 

Utilities

 

39,054

 

(2,331

)

(b)

 

36,723

 

Operating services

 

102,626

 

(10,453

)

(b)

 

92,173

 

Real estate services expenses

 

17,919

 

 

 

 

17,919

 

General and administrative

 

53,988

 

(46

)

(b)

 

53,942

 

Depreciation and amortization

 

174,847

 

(13,981

)

(b)

 

160,866

 

Land impairments

 

24,566

 

 

 

 

24,566

 

Total expenses

 

477,555

 

(32,215

)

 

 

445,340

 

 

 

 

 

 

 

 

 

 

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

Interest expense

 

(83,754

)

6,910

 

(c)

 

(76,844

)

Interest and other investment income (loss)

 

3,389

 

 

 

 

3,389

 

Equity in earnings (loss) of unconsolidated joint ventures

 

(127

)

 

 

 

(127

)

Gain on change of control of interests

 

14,217

 

 

 

 

14,217

 

Realized gains (losses) and unrealized losses on disposition of rental property, net

 

99,436

 

 

 

 

99,436

 

Gain on disposition of developable land

 

30,939

 

 

 

 

30,939

 

Loss from early extinguishment of debt, net

 

(10,750

)

 

 

 

(10,750

)

Total other income (expense)

 

53,350

 

6,910

 

 

 

60,260

 

Net Income

 

106,401

 

(16,820

)

 

 

89,581

 

Noncontrolling interest in consolidated joint ventures

 

1,216

 

 

 

 

1,216

 

Noncontrolling interest in Operating Partnership

 

(9,527

)

1,920

 

(b)

 

(7,607

)

Redeemable noncontrolling interest

 

(13,979

)

 

 

 

(13,979

)

Net income available to common shareholders

 

$

84,111

 

$

(14,900

)

 

 

$

69,211

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

 

$

0.80

 

$

(0.16

)

 

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

 

$

0.80

 

$

(0.16

)

 

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

90,388

 

 

 

 

90,388

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

100,724

 

(302

)

(d)

 

100,422

 

 

F-5


 

MACK-CALI REALTY, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2018

(Unaudited; in thousands, except per unit amounts)

 

 

 

 

 

Pro forma

 

 

 

 

 

 

 

Historical (a)

 

Adjustments

 

 

 

Pro forma

 

REVENUES

 

 

 

 

 

 

 

 

 

Base rents

 

$

436,222

 

$

(53,794

)

(b)

 

$

382,428

 

Escalation and recoveries from tenants

 

44,121

 

(1,586

)

(b)

 

42,535

 

Real estate services

 

17,094

 

 

 

 

17,094

 

Parking income

 

22,117

 

(12

)

(b)

 

22,105

 

Other income

 

11,052

 

(553

)

(b)

 

10,499

 

Total revenues

 

530,606

 

(55,945

)

 

 

474,661

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

Real estate taxes

 

64,555

 

(5,404

)

(b)

 

59,151

 

Utilities

 

39,054

 

(2,331

)

(b)

 

36,723

 

Operating services

 

102,626

 

(10,453

)

(b)

 

92,173

 

Real estate services expenses

 

17,919

 

 

 

 

17,919

 

General and administrative

 

53,988

 

(46

)

(b)

 

53,942

 

Depreciation and amortization

 

174,847

 

(13,981

)

(b)

 

160,866

 

Land impairments

 

24,566

 

 

 

 

24,566

 

Total expenses

 

477,555

 

(32,215

)

 

 

445,340

 

 

 

 

 

 

 

 

 

 

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

Interest expense

 

(83,754

)

6,910

 

(c)

 

(76,844

)

Interest and other investment income (loss)

 

3,389

 

 

 

 

3,389

 

Equity in earnings (loss) of unconsolidated joint ventures

 

(127

)

 

 

 

(127

)

Gain on change of control of interests

 

14,217

 

 

 

 

14,217

 

Realized gains (losses) and unrealized losses on disposition of rental property, net

 

99,436

 

 

 

 

99,436

 

Gain on disposition of developable land

 

30,939

 

 

 

 

30,939

 

Loss from early extinguishment of debt, net

 

(10,750

)

 

 

 

(10,750

)

Total other income (expense)

 

53,350

 

6,910

 

 

 

60,260

 

Net income

 

106,401

 

(16,820

)

 

 

89,581

 

Noncontrolling interest in consolidated joint ventures

 

1,216

 

 

 

 

1,216

 

Redeemable noncontrolling interest

 

(13,979

)

 

 

 

(13,979

)

Net income available to common unitholders

 

$

93,638

 

$

(16,820

)

 

 

$

76,818

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common unit:

 

 

 

 

 

 

 

 

 

Net income available to common unitholders

 

$

0.80

 

$

(0.16

)

 

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common unit:

 

 

 

 

 

 

 

 

 

Net income available to common unitholders

 

$

0.80

 

$

(0.16

)

 

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average units outstanding

 

100,634

 

(302

)

(d)

 

100,332

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average units outstanding

 

100,724

 

(302

)

(d)

 

100,422

 

 

F-6


 

MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

MACK-CALI REALTY, L.P. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

(Unaudited)

 

NOTE 1:  PRO FORMA BASIS OF PRESENTATION

 

The unaudited pro forma consolidated statements of operations of the General Partner and the Operating Partnership are presented as if the Flex Portfolio disposition had occurred on January 1, 2018. The following pro forma adjustments are included in the unaudited pro forma consolidated statements of operations:

 


(a)

 

Reflects the historical consolidated statements of operations of the General Partner and Operating Partnership as reported in the Form 10-K for the year ended December 31, 2018 (filed February 20, 2019).

 

 

 

(b)

 

Represents adjustments to reflect the Flex Portfolio disposition as if the sale had occurred on January 1, 2018. The estimated gain, related transaction and debt prepayments costs have not been included in the pro forma consolidated statements of operations.

 

 

 

(c)

 

Represents the pro forma reduction of interest expense as a result of: (1) the use of the net cash proceeds from the Flex Portfolio disposition being used to pay down $119.9 million of outstanding borrowings under the Company’s unsecured revolving credit facility, which carried a weighted average annual interest rate for 2018 of approximately 3.3 percent; and (2) the repayment of $90 million of the Company’s $350 million unsecured term loan, which carried a fixed effective annual interest rate of 3.28 percent in 2018.

 

 

 

(d)

 

Represents the pro forma reduction of weighted shares/units for 2018, which resulted from the redemption of 301,638 common units in the Operating Partnership, with a book value of $5 million, as part of the consideration.

 

F-7


(Back To Top)

Section 2: EX-99.1 (EX-99.1)

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 Realty Corporation Completes Disposition of

56-Building Office/Flex Portfolio

 

-   $487.5 Million Transaction Closed March 29, 2019 -

-    Proceeds Used to Repay $210 Million of Unsecured Debt -

 

Jersey City, New Jersey April 3, 2019 — Mack-Cali Realty Corporation (NYSE: CLI), a waterfront centric office and residential property owner, announced that it has executed the sale of its 3.1 million square foot office/flex portfolio.  The aggregate sales price for the portfolio was $487.5 million.  A portion of the proceeds from the sale was used to repay $210 million of unsecured debt at the end of the first quarter.  As part of the sales consideration, the purchaser redeemed 301,638 of its common Operating Partnership units, which were valued at $6.6 million.  Inclusive of proceeds from the sale of the Elmsford Distribution Center portfolio on December 31, 2018, the Company has retired $280 million of unsecured debt from sales of flex portfolios.

 

Michael J. DeMarco, Chief Executive Officer, stated, “The sale of our office/flex portfolio is an important part of our strategic repositioning and our evolution to a waterfront centric office and residential landlord.  Proceeds from the sale of this portfolio were used in part to pay down debt and in part for the recent purchase of Soho Lofts, a 377-unit apartment community in Jersey City, which furthers our waterfront strategy.”

 

About Mack-Cali Realty Corporation

 

One of the country’s leading Real Estate Investment Trusts (REITs), Mack-Cali Realty Corporation is an owner, manager and developer of premier office and multifamily properties in select waterfront and transit-oriented markets throughout the Northeast. Mack-Cali is headquartered in Jersey City, New Jersey, and is the visionary behind the city’s flourishing waterfront, where the company is leading development, improvement and place-making initiatives for Harborside, a master-planned destination comprised of class A office, luxury apartments, diverse retail and restaurants, and public spaces.

 

A fully-integrated and self-managed company, Mack-Cali has provided world-class management, leasing, and development services throughout New Jersey and the surrounding region for two decades. By regularly investing in its properties and innovative lifestyle amenity packages, Mack-Cali creates environments that empower tenants and residents to reimagine the way they work and live.

 

For more information on Mack-Cali Realty Corporation and its properties, visit 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 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.

 

Contacts:

Michael J. DeMarco

Deidre Crockett

 

Mack-Cali Realty Corporation

Mack-Cali Realty Corporation

 

Chief Executive Officer

Senior Vice President,

 

(732) 590-1589

Corporate Communications

 

mdemarco@mack-cali.com

and Investor Relations

 

 

(732) 590-1025

 

 

dcrockett@mack-cali.com

 

###

 


(Back To Top)