Leading Proxy Advisory Firm ISS Recommends Mack-Cali Shareholders Vote Bow Street’s Gold Proxy Card for Bow Street Nominees Maryanne Gilmartin, Nori Gerardo Lietz and Alan Batkin

ISS Believes Fresh Look at Mack-Cali’s Strategy is Warranted; Says
All Options Should Be Considered, Including a Sale of the Entire Entity
or a Separation of its Two Segments

Bow Street Urges Mack-Cali Shareholders to Vote GOLD
“FOR” ALL FOUR of its Independent, Highly-Qualified Nominees

NEW YORK–(BUSINESS WIRE)–Bow Street LLC (“Bow Street”), a New York-based investment firm that
beneficially owns approximately 4.5% of the outstanding shares of common
stock of Mack-Cali Realty Corporation (“Mack-Cali” or the “Company”)
(NYSE: CLI), today announced that Institutional Shareholder Services
Inc. (“ISS”), the nation’s leading independent proxy advisory firm has
recommended that Mack-Cali shareholders vote the GOLD
proxy card “FOR” the election of Bow Street’s highly-qualified,
independent director nominees MaryAnne Gilmartin, Nori Gerardo Lietz and
Alan Batkin in connection with Mack-Cali’s Annual Meeting of
Shareholders to be held June 12, 2019.

Akiva Katz and Howard Shainker, Managing Partners of Bow Street, said,
We are pleased that ISS agrees that new board leadership and a review
of all strategic alternatives, including a sale of the Company, are
warranted to maximize value for all shareholders. ISS’ recommendation
further underscores our strong belief that a reconstituted Board
consisting of Bow Street’s independent nominees, mandated to address the
Company’s inherent structural issues and underperformance by evaluating
all value-maximizing solutions, is required to reverse the status quo
and unlock shareholder value.

We are also pleased that Mack-Cali recognizes the significant value of
adding Bow Street’s nominees to its Board, having already extended an
offer to Frederic Cumenal and MaryAnne Gilmartin to join the Board. Our
four highly capable nominees are accomplished business leaders,
governance experts, and real estate operators who will bring truly
independent, rigorous oversight and transparency to a Board desperately
in need of fresh, unbiased viewpoints and an openness to reviewing the
Company’s strategic direction. We urge shareholders to protect their
investment by voting GOLD FOR ALL FOUR
of Bow Street’s independent nominees – MaryAnne Gilmartin, Nori Gerardo
Lietz, Alan Batkin and Frederic Cumenal.”

In making its recommendation “FOR” Bow Street’s nominees ISS
noted*:

  • [Bow Street] has presented a compelling case that the replacement of
    several long-tenured directors with independent nominees possessing
    real estate, finance, and valuation expertise could substantially
    improve the board’s composition and enhance its ability to evaluate
    available alternatives in an impartial manner.”
  • Gilmartin brings valuable real estate expertise, public board tenure,
    and experience working with a REIT founding family from her time
    working with the Ratner family at Forest City Realty Trust. Her
    experience at Forest City uniquely positions Gilmartin to understand
    and navigate the challenges of a REIT board led by a founding
    chairman.”
  • Gerardo Lietz would contribute significant real estate valuation
    expertise; ISS’ engagement with Gerardo Lietz also suggested that she
    would offer a very independent voice on the board.”
  • Batkin…would contribute an investor mindset, and his extensive public
    board experience could help tackle some of the structural weaknesses
    of the current board.”

ISS also recognized that “a fresh look at the strategy is warranted” and
that the election of Bow Street’s nominees would allow for “a thorough
and more effective overview” of Mack-Cali’s current strategy:

  • The election of three of the proposed dissidents would seem to allow
    for a thorough and more effective overview of the company’s current
    strategy, the capital needed to implement it, a fresh valuation of the
    company’s assets in their current state, and alternative courses of
    action going forward.”
  • …given Mack’s long-standing relationship with the longest-serving
    members of the board, an acceleration in the refreshment process would
    help ensure an unbiased evaluation of the company’s strategy and
    alternatives for the benefit of all stakeholders.”
  • Whatever the value-maximizing solution may be, a fresh look at the
    strategy is warranted and all options should be considered, including
    a sale of the entire entity or a separation of the two segments into
    distinct entities.”
  • Given the contrast in characteristics of the two segments, a
    separation or a sale of the entire company to an adequately
    capitalized buyer may well be a reasonable solution to the company’s
    debt problem.”

In addition, ISS highlighted Mack-Cali’s underperformance relative to
peers and rising debt load:

  • CLI has underperformed its peers over the last three years and is
    trading at a material discount to its stated NAV even as valuations
    for comparable properties, particularly residential, appear to have
    risen. The stock underperformance seems to have primarily been driven
    by the company’s consistent failure to manage its significant debt
    load and slower than expected cash flow recovery.”
  • Despite the company’s repeated assurances that management and the
    board are focused on reducing leverage, Debt/EBITDA has continued to
    rise over the past three years. The debt service not only pressures
    cash flow, limiting dividends, but puts into question the company’s
    entire strategy going forward, as the company’s plan in its current
    form requires significant capital investments with limited options
    available given the current capital structure.”

Furthermore, ISS questioned whether Mack-Cali would be “truly receptive”
to the views of the Bow Street nominees to whom it has extended an offer
to join the Board:

  • We also note that the company’s press release announcing the
    potential settlement offer dedicates more ink to criticizing the
    dissident than to touting the benefits of an amicable resolution. Such
    persistent animosity raises the question of whether the board will be
    truly receptive of these new viewpoints, or if the offer is simply an
    attempt to do just enough to appease shareholders.”

Bow Street encourages all Mack-Cali shareholders to visit http://bowstreetllc.com/mack-cali/
to review additional information regarding THE
CASE FOR CHANGE AT MACK-CALI
.

*Bow Street has neither sought nor obtained consent from ISS to use
previously published information in this press release.

 

Your Vote Is Important, No Matter How Many or How Few Shares
You Own!

 
Please vote today by telephone, via the Internet or

by signing, dating and returning the enclosed GOLD proxy
card.

Simply follow the easy instructions on the GOLD proxy card.

 
If you have questions about how to vote your shares, please contact:
 

INNISFREE M&A INCORPORATED

Shareholders May Call Toll-free: (877) 800-5182

Banks and Brokers May Call Collect: (212) 750-5833

 

REMEMBER:

Please simply discard any White proxy card that you may receive
from Mack-Cali.
Returning a White proxy card – even if you
“withhold” on the Company’s nominees –will revoke any vote
you
had previously submitted on Bow Street’s GOLD proxy card.

About Bow Street LLC

Founded in 2011, Bow Street is a New York-based investment manager that
partners with institutional investors and family offices globally to
invest opportunistically across public and private securities.

Important Information

Bow Street LLC (“Bow Street”), A. Akiva Katz, Howard Shainker, Alan R.
Batkin, Frederic Cumenal, MaryAnne Gilmartin, and Nori Gerardo Lietz
(collectively, the “Participants”) have filed with the Securities and
Exchange Commission (the “SEC”) a definitive proxy statement and
accompanying form of proxy to be used in connection with the
solicitation of proxies from shareholders of Mack-Cali Realty
Corporation (the “Company”). All shareholders of the Company are advised
to read the definitive proxy statement and other documents related to
the solicitation of proxies by the Participants, as they contain
important information, including additional information related to the
Participants. The definitive proxy statement and an accompanying proxy
card is being furnished to some or all of the Company’s shareholders and
is, along with other relevant documents, available at no charge on the
SEC website at http://www.sec.gov/
or from the Participants’ proxy solicitor, Innisfree M&A Incorporated.

Information about the Participants and a description of their direct or
indirect interests by security holdings is contained in the definitive
proxy statement on Schedule 14A filed by Bow Street with the SEC on May
1, 2019. This document is available free of charge from the sources
indicated above.

Disclaimer

This material does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities described herein in any state to
any person. In addition, the discussions and opinions in this press
release are for general information only, and are not intended to
provide investment advice. All statements contained in this press
release that are not clearly historical in nature or that necessarily
depend on future events are “forward-looking statements,” which are not
guarantees of future performance or results, and the words “anticipate,”
“believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,”
and similar expressions are generally intended to identify
forward-looking statements. The projected results and statements
contained in this press release that are not historical facts are based
on current expectations, speak only as of the date of this press release
and involve risks that may cause the actual results to be materially
different. Certain information included in this material is based on
data obtained from sources considered to be reliable. No representation
is made with respect to the accuracy or completeness of such data, and
any analyses provided to assist the recipient of this presentation in
evaluating the matters described herein may be based on subjective
assessments and assumptions and may use one among alternative
methodologies that produce different results. Accordingly, any analyses
should also not be viewed as factual and also should not be relied upon
as an accurate prediction of future results. All figures are unaudited
estimates and subject to revision without notice. Bow Street disclaims
any obligation to update the information herein and reserves the right
to change any of its opinions expressed herein at any time as it deems
appropriate. Past performance is not indicative of future results.

Contacts

Media
Gasthalter & Co.
Jonathan Gasthalter/Amanda
Klein
(212) 257 4170

Investors
Innisfree M&A
Incorporated
Scott Winter/Gabrielle Wolf
(212) 750 5833

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