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
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.) |
|
|
|
|
|
|
|
343 Thornall Street, Edison, New Jersey, |
|
08837-2206 |
||
|
(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)
|
Delaware |
|
333-57103 |
|
22-3315804 |
|
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
343 Thornall Street, Edison, New Jersey, |
|
08837-2206 |
||
|
(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 1.01 Entry Into A Material Definitive Agreement.
On August 14, 2009, Mack-Cali Realty, L.P. (the “Company”), the operating partnership of Mack-Cali Realty Corporation (the “General Partner”), completed the sale of $250 million of senior unsecured notes (the “Notes”). The Notes were priced on August 5, 2009, mature on August 15, 2019 and bear interest at 7.750%, with interest payable semiannually on February 15 and August 15 of each year outstanding, beginning on February 15, 2010. The Company received net proceeds of approximately $245.6 million from the sale of the Notes which are intended to be used for general corporate purposes, which may include the purchasing or retiring of some of the Company’s outstanding debt securities. The Company may redeem the Notes at any time upon payment of a make-whole amount.
The Notes are being issued under an indenture dated as of March 16, 1999 (the “Indenture”) by and among the Company, as issuer, the General Partner, as guarantor, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by supplemental indenture no. 14 dated as of August 14, 2009 (the “Supplemental Indenture”) by and between the Company and Trustee. The material terms of the Indenture, as amended by the Supplemental Indenture, provide for the issuance of the Notes on the terms set form in the preceding paragraph and include certain representations, warranties and covenants, conditions to closing and other obligations of the Company, the General Partner and the Trustee that are customary in an underwritten public offering, including those terms and conditions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.
In connection with the foregoing, the Company and the General Partner hereby file the following documents:
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
Description |
|
|
|
|
|
4.1 |
|
Indenture dated as of March 16, 1999 by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to Mack-Cali Realty, L.P.’s Current Report on Form 8-K dated March 16, 1999, and incorporated herein by reference). |
|
|
|
|
|
4.2* |
|
Supplemental Indenture No. 14 dated as of August 14, 2009, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee. |
|
|
|
|
|
4.3* |
|
Global 7.750% Note due 2019. |
|
|
|
|
|
5.1* |
|
Opinion of Seyfarth Shaw LLP regarding certain matters of law, including the validity of the debt securities being registered. |
|
|
|
|
|
8.1* |
|
Opinion of Seyfarth Shaw LLP regarding tax matters. |
* Filed herewith.
2
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.
|
|
MACK-CALI REALTY CORPORATION |
|
|
|
|
|
|
|
|
|
|
Dated: August 14, 2009 |
By: |
/s/ BARRY LEFKOWITZ |
|
|
|
Barry Lefkowitz |
|
|
|
Executive Vice President and |
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
MACK-CALI REALTY, L.P. |
|
|
|
|
|
|
|
|
|
|
|
By: |
Mack-Cali Realty Corporation, |
|
|
|
its general partner |
|
|
|
|
|
Dated: August 14, 2009 |
By: |
/s/ BARRY LEFKOWITZ |
|
|
|
Barry Lefkowitz |
|
|
|
Executive Vice President and |
|
|
|
Chief Financial Officer |
3
|
Exhibit No. |
|
Description |
|
|
|
|
|
4.1 |
|
Indenture dated as of March 16, 1999 by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to Mack-Cali Realty, L.P.’s Current Report on Form 8-K dated March 16, 1999, and incorporated herein by reference). |
|
|
|
|
|
4.2* |
|
Supplemental Indenture No. 14 dated as of August 14, 2009, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee. |
|
|
|
|
|
4.3* |
|
Global 7.750% Note due 2019. |
|
|
|
|
|
5.1* |
|
Opinion of Seyfarth Shaw LLP regarding certain matters of law, including the validity of the debt securities being registered. |
|
|
|
|
|
8.1* |
|
Opinion of Seyfarth Shaw LLP regarding tax matters. |
* Filed herewith.
4