Exhibit 1
Putting Shareholders First: The Case for a New Era at Mack-Cali May 2020
Disclaimer This presentation and any of the information contained herein (this Presentation) is for discussion and general informational purposes only and is not complete. Under no circumstances is this Presentation intended to be, nor should it be construed as advice or a recommendation to enter into or conclude any transaction or buy or sell any security (whether on the terms shown herein or otherwise). This Presentation should not be construed as legal, tax, investment, financial or other advice. Additionally, this Presentation should not be construed as an offer to buy any investment in any fund managed by Bow Street LLC (Bow Street) or its affiliates. All investments involve risk, including the risk of total loss. This Presentation is not an advertisement. The purpose of this Presentation is to communicate Bow Streets views regarding the companies discussed herein, including Mack-Cali Realty Corporation (CLI or the Company) . 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A Message to Our Fellow Shareholders § We are once again seeking your support to make changes at Mack-Cali the Company we collectively own. As shareholders, we have all endured many years of underperformance and disappointment § No matter what management or the Legacy Board members tell you, Mack-Calis current predicament was not inevitable; our Company is in a precarious state owing to incompetent management, poor strategic decision making, and a Legacy Board of Directors that has served itself over shareholders ,§ Throughout our ownership of Mack-Cali particularly over the last twelve months we have witnessed unconscionable and unprecedented violations of corporate governance: management and the Legacy Board of Directors cannot be trusted to protect and further shareholder interests § To be clear: given the current environment (and in direct contradiction to Mack-Calis assertions), we are not advocating for a sale of the Company; we are, however, advocating for an independent and high integrity Board of Directors § These are challenging times a competent, trustworthy CEO overseen by independent fiduciaries with a clear, strong moral compass has never been more important § We are nominating four additional talented, trustworthy, shareholder-focused individuals to the Companys Board, so that we can finally usher in a new era at Mack-Cali. These new Board members will be independent, representing all shareholders § If you would like to speak with us or any of these nominees with thoughts, suggestions, or questions, please contact us at CLIShareholders@bowstreetllc.com § We thank you for your trust and your support The Bow Street Team
When seeking directors, CEOs dont look for pit bulls. Its the cocker spaniel that gets taken home. - Warren Buffett, 2020(1)
Table of Contents 1) Executive Summary 2) Are Shareholders Better Off Than They Were 5-Years Ago? A Clear-eyed Assessment of Managements Tenure 3) A Legacy of Broken Corporate Governance 4) The Path Forward: Restoring Oversight and Accountability 5) Appendix: In Managements Own Words A Compendium of Broken Promises
Executive Summary
Putting Shareholders First: A New Era at Mack-Cali Since its 1994 IPO, Mack-Cali (CLI, or the Company) has perennially disappointed shareholders. Over the last five years management and the Legacy Directors(1) have perpetuated this value destruction; as a result, Mack-Cali is now in a financially precarious position and lacks a coherent long-term strategy The Legacy Boards strategy has not delivered results for shareholders Mack-Cali shareholders are now entering the fifth year of Mr. DeMarcos Waterfront Strategy, a vision that combines commercial (office) and residential assets along the Jersey City coast This strategy fails to coherently address Mack-Calis fundamental structural issues: a) high leverage, b) diverse asset mix, c) large development pipeline, and d) expensive joint ventures During a period of significant Net Asset Value (NAV) growth across the real estate industry, Mack-Cali shares have underperformed all relevant metrics: NAV is flat, debt is up, cash flow is down. Shares have significantly underperformed peers over nearly any time period dating back to the Companys 1994 IPO overseen by entrenched Legacy Board that advances its own interests at shareholders expense The Legacy Directors on Mack-Calis Board have proven poor fiduciaries for shareholders. Their actions (or lack thereof) are a reflection of a culture that prioritizes the interests of the Companys founder and management over those of shareholders Wide-ranging, comprehensive change is required to save Mack-Cali
Bow Street: Who We Are and Why We Are Here (Again) Bow Street LLC owns ~4.9% of Mack-Calis outstanding shares and is advocating for change on behalf of all shareholders at the 2020 Annual Meeting Bow Street LLC is a New-York based investment manager founded in 2011 that partners with institutional investors and family offices globally to invest opportunistically across idiosyncratic markets and situations This proxy submission is only the second since our Firms founding; our first proxy submission occurred last year, also at Mack-Caliwe are not activists We own assets in both public and private markets, and have extensive real estate experience In 2019, 4 independent directors nominated by Bow Street were elected to CLIs Board over 80% of shareholders voted for Bow Streets proxy card; but as a minority, these directors were marginalized and prevented from fulfilling their roles by CLIs management and Legacy Directors While we had no expectations of engaging in another proxy contest, we now believe CLIs poor governance culture must be completely uprooted for the Company to finally thrive. As such, we have returned with the goal of bringing objectivity and independence back to the CLI boardroom Our capital is long-dated, and our investment time-horizon is significant; we have one goal to maximize long-term value for all Mack-Cali shareholders We believe the Legacy Board has failed Mack-Cali shareholders; new leadership is essential to determining the right strategic path forward
Following 2019s AGM, Mack-Cali Shareholders Were Hopeful Following shareholders overwhelming election of 4 new independent directors in 2019, investors believed a new era of transparency and management accountability had begun at Mack-Cali At the 2019 AGM, shareholders sent Mack-Calis management and Legacy Board a clear message: a) reverse decades-long underperformance, and b) cleanse the Company of the self-dealing, weak governance and opacity that have long plagued its leadership and boardroom The four newly elected independent directors had deeply relevant sector and governance expertise. Most importantly, each brought a long history of shareholder-focused fiduciary service to the Mack-Cali Board Bow Street nominees won every contested Board seat (1) optimism was reflected in CLI shares following AGM(2) Following the 2019 AGM, shareholders placed trust in managements renewed commitment to value creation and improved corporate governance
The Market was Optimistic, but the Board Resisted Change Investor and market sentiment was at highs following last years June AGM In our opinion, the outcome was close to the best case scenario for Bow Street and shareholders; as best case might have been a new Board Chairman, too. - Stifel Research (12-June-2019) We Raise Our PT to $30 As Activist Investor Prevails. Next Up, Strategic Review.. - BTIG Research (13-June-2019) howeverthe Board resisted, doubling down on a strategy explicitly rejected by shareholders We are committed to our waterfront strategy, and our investors in the upcoming quarters can expect us to make substantial progress in executing that strategy fully - CEO Michael DeMarco press release with Q2 2019 earnings (7-August-2019) less than 2 months after vote We continue to intensify our focus on our waterfront strategy in our ongoing efforts to add shareholder value - CEO Michael DeMarco press release with Q3 2019 earnings (30-October-2019)
Demonstrating a Clear Lack of Independent Oversight Broken governance culture: over last 12 months Legacy Board has continued to protect insider interests Bill Mack Stays Chairman, Pursues MBO (2019-2020) Shareholders removed Mr. Mack from CLIs Board at 2019 AGM (received second lowest vote total of 15 nominees); Legacy Board manipulated outcome to allow him to stay/retain Chairmanship Chairman Bill Mack and his family then attempted to privatize CLI; simultaneously, Mr. Mack and Legacy Board were obstructing incoming bids Rebuffed Strategic Interest (2019-2020) Management obstructed and lied about strategic interest over last 12 months; one bidder went public with documented communications proving obstruction Press reports suggest acquisition interest from at least 5 parties since the AGM all approaches controlled exclusively by Mr. DeMarco Thwarted Strategic Committee (June-Dec 2019) Management publicly committed to Strategic Alternatives Process; despite its name, process did not pursue third-party interest or consider alternatives to CLIs current strategy Committees recommendation was never disclosed to the market; Committee was dissolved without disclosure to shareholders Removal of Elected Directors (March 2020) Incoming Board members were marginalized and silenced by CLIs Legacy Board/ management Incoming directors independent oversight proved so onerous that the Legacy Board took the unprecedented step of attempting to remove these duly elected individuals The Legacy Board has failed to provide adequate oversight of management
Leading To Another Year of Operating Underperformance Even prior to the onset of COVID-19, CLI underperformed on every relevant metric over the last year Operating performance has deteriorated over the last year
.with Predictably Poor Shareholder Returns Since the June 2019 AGM, Mack-Cali has underperformed its office and residential peer set by ~2,000 bps(1) Mack-Cali has significantly underperformed all relevant office, apartment and REIT indices since 2019 AGM(1) Share price calculated by performance from 2019 AGM on June 12, 2019 to market pre-COVID high in late February 2020; Bloomberg, NAREIT Office REIT Index, NAREIT Apartment REIT Index, RMZ Index
5 Years in: Assessing the Boards Strategy Since 2015, Mr. DeMarco and the Board have aggressively pursued the Waterfront Strategy Despite their claims of success Weve had a good deal of success turning the company We went through a period of reflection and weve done [a] around(1) tremendous amount(1) We have created a real momentum business of NAV I am what they call a two-conversation guy The first creation (1) conversation you tell me what you want done, and the second conversation we have is when I tell you we did it. (2) We also have done a good job of increasing NAV (1) the Board and management have left Mack-Cali in a precarious position No NAV Growth(3) Increasing Leverage(4) Declining Cash Flow(5) Are shareholders better off than they were five years ago?
5 Years in: Current NAV Discount Highest in Company History DeMarco Discount? Despite significant transaction activity, CLIs wide NAV discount continues unabated During Mr. DeMarcos tenure (a period of broad REIT appreciation), Mack-Calis significant discount to NAV has widened(1)
5 Years in: Bottom Quartile Returns (Pre-COVID) Mack-Cali has underperformed peer group over sustained period We believe benchmarking should be a blend of apartment and office REITs as over 50% of current NAV(1) is comprised of apartment assets For pre-COVID returns Bow Street selected 2/19/2020 (high in S&P 500) Mack-Cali Total Return Performance Against Peers as of 2/19/2020 (Pre-COVID S&P High) (2) Since 2019 AGM 1-Year 3-Year 5-Year 7-Year 10-Year Mack-Cali Total Return -9% 5% -16% 31% 0% 2% RMZ REIT Index 11% 16% 30% 42% 86% 227% S&P 500 19% 24% 53% 79% 155% 275% NAREIT Apartment Index 13% 21% 48% 69% 127% 317% NAREIT Office Index 12% 15% 17% 33% 74% 156% Office / Apartment Blend (50/50) 12% 18% 32% 51% 100% 236% Mack-Cali Underperformance Since 2019 AGM 1-Year 3-Year 5-Year 7-Year 10-Year Mack-Cali vs. RMZ REIT Index -20% -11% -46% -12% -86% -225% Mack-Cali vs. S&P 500 -28% -19% -69% -48% -156% -273% Mack-Cali vs. NAREIT Apartment REIT Index -22% -16% -63% -39% -127% -315% Mack-Cali vs. NAREIT Office REIT Index -21% -10% -33% -2% -74% -154% Mack-Cali vs. Office / Apartment Blend -22% -13% -48% -20% -101% -234% Mack-Cali total shareholder returns have underperformed across every relevant time period
Mack-Cali total shareholder returns have underperformed across every relevant time period 5 Years in: Bottom Quartile Returns (Post-COVID) Mack-Cali has underperformed peer group over sustained period We believe benchmarking should be a blend of apartment and office REITs as over 50% of current NAV(1) is comprised of apartment assets
Yet, Board Endorses CEO Pay that is Misaligned with Performance Mack-Cali shareholders paid Mr. DeMarco $9 million in 2019 Mr. DeMarcos compensation has increased by a 20%+ CAGR throughout his tenure; over this period, the Companys share price and NAV have decreased Mack-Calis Compensation Committee (which includes none of the four independent 2019 Directors(1)) benchmarks Mr. DeMarcos performance ONLY to office REITs, which have massively underperformed apartment REITs over Mr. DeMarcos tenure (~65% of Mack-Calis assets are residential/apartments (2) ) CEO compensation has more than doubled (3) while shareholder returns decreased (4) Mr. DeMarcos compensation has more than doubled since his appointment in 2015; during the same period, shareholders lost money (1) 2019 Directors defined as 4 Directors nominated by shareholders in 2019 (2) GAV values taken from Q1 2020 Mack-Cali supplement (3) Annual comp figures taken from Mack-Cali proxy statement
The Legacy Board that Controls Mack-Cali Despite his pending mandatory retirement from the Board ending
a 20-year run as Chairman Bill Mack is leaving behind an entrenched Board of loyalists and a broken corporate governance culture Chairman Mack has significant influence and long-standing
relationships with numerous CLI Board members from his time at AREA, Mack Real Estate Group, FCB Financial Holdings, and NRDC Acquisition / Retail Opportunity Investments Corporation
Legacy Directors: Mack-Calis Deeply Interconnected Insider Board Alan Bernikow (joined Board 2004 16-year tenure)
Served on FCB Financial Holdings Board from 2010 2018 with Chairman Mack Worked at Deloitte & Touche from 1998 2003 while it was auditor to Chairman Macks Apollo Real Estate Advisors Deep ties to
Mack Family Turns 80 in December 2020 prior to 2021 AGM (mandatory retirement age from Board) Michael DeMarco (CEO & Board Member) Hired by Chairman Mack in 2015 and paid ~$30m by Legacy Board Protects Chairman
Macks tax position while Chairman Mack protects his job Laura Pomerantz (joined Board 2019) Served on Board of AREA Property Partners (founded by Chairman Mack) Founder shareholder (together with Chairman Mack and
former CLI Director Mr. Tese) in NRDC Acquisition Corp Director at NRDC Acquisition successor (publicly-traded Retail Opportunity Investments Corporation (ROIC)) since 2009 and serves on Board with Chairman Mack Vice Chairman of
Cushman & Wakefield firm has been engaged privately by Mack family to explore take-private bid and also engaged by CLI to sell several properties William Mack 20-Year Chairman Irvin Reid (joined
Board 1994 26-year tenure) Longstanding connections to Mr. Bernikow Mr. Reid appointed to Pep Boys Board in 2007 by Barington Group of which Mr. Bernikow is an advisor
Turns 80 in February 2021 prior to 2021 AGM (mandatory retirement age from Board), Rebecca Robertson (joined Board 2016) Founding president Park Avenue Armory Mack Family significant donors and have served on advisory council
Lisa Myers (joined Board 2019) Personal friends with Mack Family prior to joining Board
Can Legacy Board Be Trusted to Select Independent Directors? If Mack-Cali and its management were truly committed to finding independent directors, why would they have taken the unprecedented step of refusing to re-nominate the four independent Directors duly elected in 2019? Despite claims of improved governance, immediately following the 2019 AGM, CLIs Legacy Directors circled the wagons and marginalized the 2019 Directors by excluding them from the Nominating & Corporate Governance and Compensation committees of the Board Further, instead of re-nominating the 2019 Directors overwhelming elected by shareholders, Mack-Cali hired Ferguson Partners the executive search firm that placed Mr. DeMarco in 2015 and has a longstanding relationship with Bill Mack to replace them The sub-committee responsible for this process (including interviewing and recommending candidates) was comprised of CEO Michael DeMarco, and conflicted board members Irvin Reid and Laura Pomerantz This committee nominated five new candidates to Mack-Calis Board; these candidates appear to have been poorly vetted, with resumes that include direct board oversight of accounting scandals, fraud-related bankruptcies, and a history of shareholder-unfriendly voting Board selection overseen by insiders Michael DeMarco CEO, ~$30m compensation awarded over 5-years, flat Conflicted share price Laura Pomerantz Served on Board of Bill Mack led AREA Properties and also Conflicted a Founder shareholder along with Mr. Mack in NRDC Acquisition Corp Irvin Reid Mack-Cali Board member since 1994 Conflicted Can nominees interviewed and approved by the CEO be expected to provide meaningful oversight?
Mack-Calis Defense: The Disingenuous Control Narrative The Claim: Mack-Cali has repeatedly argued that Bow Street is seeking to control the Board and force a sale of the Company The Facts: Bow Street is NOT seeking control of the Company. We are, however, seeking to free control from current management and Legacy Directors. Oversight of Mack-Cali should be returned to the Companys rightful owners: its shareholders Of the eight nominees proposed by Bow Street, only Akiva Katz Managing Partner of Bow Street is not fully independent of Bow Street; all are independent of Mack-Cali Mack-Calis slate of nominees is specifically designed to perpetuate management and the Legacy Boards control of the Boardroom Mack-Cali has hand-picked a group of hastily selected, poorly vetted candidates shareholders should assume these individuals were chosen specifically because they are likely to continue rubber-stamping managements strategies and excess compensation Bow Street is NOT advocating for a sale of the Company. We advocated for a sales process last year; at the time, we had been approached by numerous buyers we believed could consummate this transaction At this time, we believe Mack-Calis highest priority should be the election of an independent Board so that it can establish a coherent, long-term strategy to address this challenging period We believe the Company needs a fiercely independent Board that represents all shareholders
Mack-Calis Defense: Business Disruption Risk The Claim: Mack-Cali has argued that in light of the uncertainty associated with the COVID-19 pandemic, this is not the right time for independent Board oversight and capable leadership The Facts: Given the poor performance of Mr. DeMarco and the Legacy Directors during a period of robust economic growth, we have genuine concerns regarding the prospect of their leadership during a prospective downturn Bow Street is deeply concerned about the potential impact of COVID-19 on Mack-Cali and its business Business continuity planning is a priority: only the Board can decide whether change in leadership is required. To this end, we have been working with a world-leading search firm to facilitate any potential transition planning Moreover, if so requested by the Board, several of our nominees have agreed they would be willing to act as interim CEO (on a strictly temporary basis) while the Board conducts a robust search for a permanent replacement As cited frequently by Mr. DeMarco, Roseland Chairman Marshall Tycher quite capably leads Mack-Calis residential business a role we anticipate he would retain Mack-Calis continuity concerns are transparently one-sided in nature; the Companys unprecedented decision to remove the 2019 Directors increases prospect for significant Board turnover during this period of uncertainty Bad companies are destroyed by crisis; good companies survive them; great companies are improved by them Andy Grove
Mack-Calis Defense: Highly Selective Performance Metrics The Claim: Mack-Cali shareholders have done well since Mr. DeMarco joined the Company Current CEO Michael DeMarco was appointed President on June 3, 2015 when Mack-Cali stock was on its lows; there has been no durable shareholder value created since his appointment Stock performance has remained challenged across Mr. DeMarcos tenure(1) Despite DeMarco dip cherry-picking, no shareholder value has been created
A New Era At Mack-Cali: The Path Forward A new, independent Board is required to create a coherent strategy for long-term value realization Despite its strong collection of assets, it is clear that the current strategy has failed to either grow NAV or close the discount to NAV. We believe that in order to trade in line with peers, Mack-Cali must start looking a lot more like its peers 1) High Integrity Leadership Mack-Calis current culture is toxic, benefitting management and the Legacy Directors over all other stakeholders 2) Simplify Residential Platform Residential platform should be restructured to prepare for an eventual separation of the business 3) Restructure Office Portfolio Reposition office portfolio by selling sub-institutional suburban properties and investing in Harborside properties 4) Focus on Delivering Promised Leverage Reductions CLI cannot expect to close the discount to its peer group while its leverage is 2x peers 5) Genuine Receptivity (as Opposed to Hostility) to Prospective Sale Proposals Periodic assessments of capital markets to evaluate larger transactions for crystalizing shareholder value 6) Strong Independent Board and Oversight Strategy directly overseen by strong and independent Board which holds management accountable Meaningful Board change is needed to break with CLIs legacy of underperformance
Are Shareholders Better Off Than They Were 5-Years Ago? A Clear-eyed Assessment Of Managements Tenure
Our first responsibility and our chief goal is to close the gap between what we perceive our NAV to be and what our share price is Well do whatever it takes to make NAV a reality as opposed to a possibility - Michael DeMarcos first earnings call with Mack-Cali 7/22/2015, when NAV was $33/share and CLI share price was $20.27 (current NAV remains $33/share, current CLI share price $13.71)
An Overview Of Managements Waterfront Strategy For the past 5 years, Mr. DeMarco has aggressively advanced his Waterfront Strategy, which combines CLIs residential and commercial assets on the Jersey City waterfront and transit hubs The Waterfront Strategy is predicated on the following principles: 1) The combination of commercial and residential assets along the Jersey City waterfront will create a pure play Company, by geography, that appeals to traditional REIT investors; premised on a virtuous cycle in which millennial renters attract businesses, which in turn attract workforce 2) Addressing Mack-Calis highly levered balance sheet through continued sales of its suburban office portfolio 3) Value creation through development/growth of Mack-Calis multi-family portfolio, utilizing the considerable land bank in its Roseland JV and equity from its JV partner, the Rockpoint Group Waterfront Strategy is Core to Current Managements Vision for Mack-Cali(1)
that was Ill-Conceived from the Start Waterfront Strategy failed to consider inherent constraints/preferences of traditional REIT investors 1) High leverage: managements strategy is capital intensive, emphasizing prospective growth over cash flow; now at an industry high 11.5x EBITDA, leverage is a fundamental concern for institutional investors and research analysts 2) Dividend sustainability: asset sales and commensurate cash flow dilution threatened sustainability of Mack- Calis dividend traditional REIT investors dont like prospective dividend-cuts 3) Structure/asset mix not conducive to public markets: Diversified REITs trade at widest discounts to NAV For many years, REITs with assets across diverse asset classes have underperformed these tend to trade at lowest common denominator multiples REIT investors consistently penalize geographic concentration REITs focused on a single geography tend to underperform; with a focus on Jersey City (population: 300K), this issue is amplified at Mack-Cali Excess development exposure REIT investors are highly sensitive to the percentage of asset value comprised of development assets as land does not produce cash-flow and has a highly volatile valuation profile; at Mack-Cali, this was an industry high ~23%(1) successful REITs carefully manage development exposure (if any) 4) Joint ventures and preferred structures add complexity, obfuscate value: Public REIT investors strongly dislike large JV/ preferred equity structures; through Mack-Calis Rockpoint JV, Mr. DeMarco has consistently ceded value in the Companys most valuable assets. JV viewed as an impediment by prospective acquirors Five years into this strategy, NAV is flat and CLI has unsurprisingly failed to close NAV discount
Despite Mack-Calis Generous Self Assessment Mr. DeMarco and the Board have continued to give themselves high marks for the last 5-years Mack-Calis Self-Assessment, Presented Analyst Day, January 2019 (1) The successful execution of our Waterfront Strategy has created a portfolio of high-quality assets that has positioned the Company to continue to create significant value(2) - Letter to Mack-Cali shareholders sent on 5/7/2019 We had a very good operating quarter in both multifamily and office, as we delivered positive results across all operating metrics(3) - CEO Michael DeMarco 2/27/2020 The Mack-Cali Board of Directors and management team have taken bold, decisive steps to transform your Company Our successful execution of this Waterfront Strategy has positioned Mack-Cali to continue to create significant near-term value for stockholders, with a substantial runway for sustainable growth and superior returns(4) - Letter to Mack-Cali shareholders sent on 4/29/2019 (1) Grade graphics from Mack-Cali 2019 Investor Day presentation dated 1/25/2019 (2) Letter filed with SEC in Schedule 14A 5/7/2019 (3) Mack-Cali Q4 2019 Earnings call dated 2/27/2020
Objectively, the Waterfront Strategy Has Not Delivered Despite managements persistent efforts over the prior five years, Mr. DeMarcos Waterfront Strategy has not produced the desired results Despite significant transaction volume and portfolio re-positioning, CLIs NAV and its stock price discount to NAV have remained essentially flat since 2015 No durable shareholder value (1) no NAV creation (2) poor operating performance(2) Given recent declines in NAV and commercial occupancy, the Waterfront Strategy is driving deteriorating operating performance
Strategic Failure #1: No NAV Creation Despite appreciation across broader real estate markets (particularly apartments), Mack-Cali has lost Net Asset Value since 2015 Mack-Cali NAV hasnt changed in 5-years (Pre-COVID)(1) while peers have created substantially more value(2) Mack-Cali NAV has declined, while office and apartment REIT NAVs have increased 12% and 23%, respectively (1) Company NAV estimates from earnings supplements; 2015 NAV from September 2015 from investor day presentation filed on 9/10/2015 slide 48 (2) CLI using Company supplement and 2015 investor day presentation; office and apartment peers calculated using Green Street Research NAV; office peers include: Alexandria, Boston Properties, Brandywine, Corporate Office Properties, Cousins, Digital Realty, Douglas Emmett, Empire State Realty, Equity Commonwealth, Highwoods, Kilroy Realty, Paramount Group, Piedmont Office Realty Trust, SL Green, Vornado, Washington REIT; apartment REITs include Avalon Bay, Equity Residential, Essex, UDR, Camden, AIMCO
Strategic Failure #2: Excess Leverage Mack-Calis elevated leverage profile is a poor fit for public markets and creates significant risk for shareholders Mack-Calis leverage is higher than any peer average(1) Leverage has increased despite asset sales Mr. DeMarcos tenure has been characterized by persistently increasing leverage
Management Promised Leverage Reduction From Day 1 Despite managements commentary and a recently completed ~$2+ billion divestment program, CLIs leverage has increased and at ~11.5x EBITDA is now at highest levels in Company history Date Leverage What Mr. DeMarco Said at the Time Leverage Up Or Down? February 7.7x The Company has a plan with multiple options regarding its leverage ratio. The 2016(1) Company expects to take steps to reduce ratio Guided for net leverage to be reduced to ~6x in next 12 24 months August 7.2x We value financial flexibility and are working toward reducing our net debt-to- 2016 (2) EBITDA ratio in 2016 We expect in the future to reduce our debt over the coming quarters March 7.5x Two, the strengthening of our balance sheet is a core focus We do recognize that 2017(2) we need to deal with our net debt-to-EBITDA ratio by the end of 2017 and we have a plan to do that. November 8.0x The strengthening of our balance sheet is the core focus we now can focus on 2017(2) reducing debt levels, which we started this quarter May 8.8x Obviously as weve talked before, leverage is going to come down. 2018(2) We have to expect to be at (the proper) leverage level in early 2019. August 9.7x The important topic for us is leverage. Its going to come down We expect to have 2018(2) improved leverage in 2019 November 10x Leverage is going to come down. Weve talked about before and we believe we have 2018 (2) some trades that will happen in the next several months to get us down to a more acceptable level February 9.7x In our plan for 2020, leverage will continue to come down 2020(2)
Failure to Deliver has Driven Numerous Rating Downgrades All three major rating agencies have downgraded Mack-Cali due to its unsustainable leverage Mack-Calis debt has been repeatedly downgraded(1) Ratings Downgrades Under Mr. DeMarco: 3-4 notches June Outlook 2015 Today Today S&P BB+ B+ NEG Moodys (unsecured debt) Baa3 B1 NEG Fitch BBB- BB NEG
Strategic Failure #3: Strategy Has Eroded CLIs Cash Flow Broken promises around leasing, portfolio re-positioning, and high expenses have caused Mack- Calis core FFO/share to decline ~40% from 2017 levels CLI FFO / share down ~40% from 2017 levels(1)
and Pressured its Dividend The decline in cash flow has caused Mack-Calis dividend to be under-funded, a major red-flag for traditional REIT investors CLI does not cover dividend (1) unlike its REIT peers(2) CLI / Sh Cash Flow Low High 2020 FFO Guidance Per Share 1.24 1.36 Base Building Capex (0.12) (0.20) Leasing Capex (0.50) (0.70) Harborside Capex (0.30) (0.30) Amortization of Stock Comp / Financing Cost 0.12 0.15 Dividend (0.80) (0.80) Total Cash Flow (0.36) (0.49) Mack-Cali generating negative ~$0.36$0.49 / sh after dividend payment CLI is required to borrow to fund its dividend due to substantial cash flow decline (1) 2020 guidance including $12m$20m of base building capex, $50m$70m of leasing capex, $30m of Harborside re-skinning capex (Bow Street assumption based on prior management disclosures), and amortization of stock comp / financing cost (Bow Street assumption)
Strategic Failure #4: Asset Mix Unsuited for Public Markets There is no public precedent for a successful dual-asset class REIT, and large development pipeline is problematic in the context of CLIs elevated leverage The Waterfront Strategy failed to address key public market concerns for long-term investors Public investors favor single-asset class REITs(1) and discourage large development portfolios(2) the office plus multifamily plus highly levered balance sheet is a trifecta unlikely to be endorsed by long term investors 1/6/2020 Stifel analyst, John Guinee (1) Citi REIT valuations as of 5/8/2020; weighted average sector valuations
Strategic Failure #5: Mack-Calis JVs are Deceivingly Dilutive By using complex preferred equity from Rockpoint Group to finance its residential development, Mack-Cali has subordinated its shareholders and created a poison pill against future strategic transactions Given Mack-Calis cash-flow constraints, management and the Board chose to pursue alternative financing to execute on residential development; regularly touted by management as an attractive source of capital, private equity is actually the most expensive form of capital. These joint-ventures transfer CLIs most valuable assets away from public shareholders with no control premium Structurally UnfavorableJV deal entails preferred hurdles, subordinating CLI shareholders Deleterious to ValuationPublic markets apply significant discounts to JV structures and cash flow Structures Discourage Prospective AcquirorsPrivate buyers strongly prefer 100% ownership Mack-Calis Rockpoint JV prevents shareholders from fully realizing the benefits of its residential development platform
Rockpoint Group Equity Subordinates CLI Shareholders Management characterizes the Rockpoint / Roseland JV structure as raising equity at NAV; this is misleading Rockpoint Group preferred equity carries a 6% preferred return, after which Mack-Cali receives only a partial catch-up This agreement subordinates Mack-Cali (much like debt), creating risk in the event of an economic downturn Mr. DeMarco regularly refers to Rockpoint as equity although Rockpoints capital doesnt function as equity the form of the investment would be common equity with no Mack-Cali Q1 2020 NAV Disclosure Mid-Point High Low promoter subordination of Mack-Calis equity March 2015 Company Residential NAV 2,239 2,440 1,853 Weve taken in equity from Rockpoint Feb 2019 Less: Rockpoint Interest (454) (456) (449) Less: Other Payables (1) (1) (1) CLI Resi NAV 1,784 1,983 1,403 We continue to talk to them (Rockpoint) and other partners to help fund that equity requirement (5) March 2019 Rockpoint always wins while CLI is subordinated to Rockpoints 6% coupon + equity participation Bow Street estimates that Rockpoint has earned ~$100 million(1) from its Mack-Cali joint venture, while CLI shareholders have borne all the downside risk amidst consistent NAV declines
and has Grown to Become an Effective Poison Pill Rockpoints JV agreement with Mack-Cali entails a ~$150m+ poison pill or make-whole payment through March 2023 Mack-Calis Rockpoint agreement doesnt allow for a buyer to purchase Roseland in its entirety until March 2023 without paying Rockpoint a make-whole payment of ~$150m$200m This is a significant detriment to Mack-Cali shareholders and effectively acts as a poison pill This poison pill allows the Company to justify not monetizing Roseland and ensures continued employment for Mr. DeMarco This poison pill was extended by 12 months in June 2019 immediately following the AGM and before the 2019 Directors attended their first Board meeting Terms of Mack-Calis Rockpoint Agreement Mack-Cali can acquire Rockpoints interest in Roseland prior to March 2023 for the sum of: 1) Fair value of Rockpoints stake in Roseland as calculated using preferred structure waterfall; PLUS 2) Make-whole payment of $173.5m if prior to December 28, 2020 or $198.5m thereafter, less any distributions already made to Rockpoint Mack-Cali has used the Rockpoint Agreement to further entrench management and discourage strategic interest
Wall Street Concurs: Analysts Negative on Mack-Cali Analysts continue to be bearish regarding Mack-Calis go-forward strategy; average price target has fallen precipitously over the past several years 7 of 8 analysts have underweight or hold ratings Following last Junes optimism around the 2019 AGM, Mack-Cali was upgraded by several analysts; since then, average CLI price target has declined 15%, as it became apparent the status quo would persist Analysts bearish on CLI stock price(1) Analysts have lowered price targets on CLI (2) Rating Price Target JP Morgan Underweight $17 Stifel Hold $18 Citi Hold $15 Suntrust Hold $16 BTIG Buy $30 Barclays Underweight $19 Evercore In-line $21 Green Street Sell $14 (1) As of May 2020; Green Street price target warranted price
Concerned About Leverage, Strategy and Execution Bow Street (activist shareholder) leaned into its view that the legacy board and CEO of CLI should be replaced. Its press release outlined its view of the path forward that included simplifying further, de-leveraging, and reducing development exposure. We agree with all these things 5/7/2020 We rate shares of CLI Underweight We chose a discount rate that is well above the average we use for most REITs due to the inherent risks with CLIs (1) above-average leverage, (2) leasing risks, (3) ongoing portfolio repositioning, and (4) development exposure 2/20/2020 high leverage is here to stay the office plus multifamily plus highly levered balance sheet is a trifecta unlikely to be endorsed by long term investors 1/6/2020 At over 9x net debt/EBITDA, leverage is still too high the most difficult to understand REIT we cover 4/8/2020 (1) leasing activity continued to be light (2) leverage remains high at almost 10x net debt/EBITDA (3) dividend maintained at $0.80/sh but overfunded, (4) G&A remains high 2/26/2020 Earnings have fallen materially every single quarter for the past two and a half years 5/6/2020 We do not believe CLI is an FFO story, but it has also become increasingly difficult to have faith in whatever story it is. Management again pointed to leasing and balance sheet management as the focus for 2020 2/26/2020
A Legacy of Broken Corporate Governance
Mack-Cali was Built on a Foundation of Weak Governance At its effective founding in 1997, Mack-Calis governance was designed to benefit Chairman Bill Mack and his family; this culture prioritizing the Board and management over other stakeholders persists to this day Mack Family advantaged at common shareholders expense Since inception, Companys Mack Agreement allowed Mack Family disproportionate Board representation and tax protection at shareholders expense; Bill Macks conflicts went unchecked, as he and his family attained enormous wealth while Mack-Cali shareholders have seen no return on their investment History of rebuffing strategic interest Mack-Cali has been repeatedly reported to reject strategic approaches from interested suitors Independent Board in name only at the time of last years proxy contest, 7 of 11 Mack-Cali directors had served for over 15+ years; Bow Street sought to replace four directors with a combined 86 years of service; History of shareholder unfriendly governance policies Mack-Cali has long had governance unfriendly policies in place, including requirement of unanimous written consent for shareholder meeting, high threshold required for shareholders to call special meetings, high bar for director removal, and sole power to increase size of board and fill director vacancies
Recent Changes have Proven Illusory In direct response to shareholder pressure at the 2019 AGM, Mack-Cali made a series of shareholder friendly governance changes; however, one year into these changes, it is clear that the Legacy Board views governance as a check the box exercise rather than a commitment to genuine board independence and robust oversight 2019 Governance Change The Optics Reality Rescinded Mack Agreement Removed clauses advantaging Mack Mr. Mack retained Chairmanship Family over other shareholders while voted off the board; Mack Family attempted to privatize CLI while rejecting offers Opt out of Maryland Unsolicited Remove ability to stagger board to CLI unilaterally seeking to remove 4 Takeover Act (MUTA) ensure integrity of director election independent directors duly elected process by shareholders in 2019 Established Shareholder Value Independent analysis of bids, Committee apparently prohibited Committee prospective buyers from communicating with buyers; committee disbanded without disclosure to shareholders
as Evidenced by Myriad Governance Violations in Past Year Led by CEO Michael DeMarco and his captive Legacy Board members, Mack-Cali has repeatedly acted against shareholder interests over the past year 1) Bill Mack Voted Off Board, Remains Chairman (June 2019) Subverting the 2019 shareholder vote, CLI manipulated results to preserve Board seat for Mr. Mack; Legacy Board allowed him to retain chairmanship 2) Marginalized 2019 Directors (June 2019) Soon after the AGM, CLI marginalized the 2019 Elected Directors by excluding all four Directors from the Nominating & Corporate Governance and Compensation Committees 3) Shareholder Value Committee Structured To Fail (June-December 2019) Shareholder Value Committee promised to shareholders was a special committee in name only; it had a neutered mandate, was disbanded without disclosure, and the Company misled shareholders regarding its work 4) Strategic Interest Rebuffed (2019-2020) Strategic interest rebuffed throughout the year; Mr. DeMarco caught lying on public earnings calls as frustrated buyers publicly shared documented evidence of Mr. DeMarcos obstructive behavior 5) Chairman Mack Explored Buy-Out (Late 2019) Chairman Bill Mack and his family explored a bid to privatize Mack-Cali; during this time, Mr. Mack and Mr. DeMarco rebuffed bids from prospective suitors 6) 2019 Directors Removed from Board (2020) In April, Mack-Cali attempted to unilaterally remove the four independent Directors elected in 2019 and replace them with nominees hand-picked by Legacy Directors 7) Compensation Disconnected To Performance The Board has failed to adequality supervise Mr. DeMarcos compensation, which has risen over 20% annually since 2015 despite share-price declines over this period
1) Bill Mack Voted Off Board, Yet Retains Chairmanship On the day of the 2019 Annual Meeting at the same time it was assuring shareholders that governance was fixed the Mack-Cali Board stealthily forced the resignation of four of its nominees in order to keep Mr. Mack on the Board Despite having received only ~15% of the vote (the second lowest of all 15 nominees); the Legacy Board allowed Mr. Mack to retain his Chairmanship Bill Mack was voted off the Board with < 15% support however, somehow maintained his Chairmanship The companys Chairman Bill Mack received Bill Mack retained his Chairmanship support from about 13% of shareholders David Mack, who is the fourth director who said he wouldnt stand for re- election, received roughly 89% support, the people said. Because David Mack stepped down, Bill Mack will retain his seat on the board. - Bloomberg news article dated 6/12/2019 While Mr. Mack is now retiring from the Board due to mandatory retirement age (80), he has hand-picked current CEO and new directors who are likely to perpetuate his legacy of weak governance
2) 2019 Directors: Marginalized by Committee Despite promises of constructive engagement, the Legacy Directors marginalized the 2019 Directors by limiting committee roles and excluding them from key committees such as Nominating & Governance, and Compensation Nominating & Corp. Gov Committee No 2019 Directors Irvin Reid (Chairperson) 26 Year Legacy Director Alan Bernikow 14 Year Legacy Director Laura Pomerantz Mack family loyalist Rebecca Robertson Personal ties to Mack family NCG Sub-Committee Director Selection No 2019 Directors Irvin Reid 26 Year Legacy Director 2019 Directors had no voice on Laura Pomerantz Mack family loyalist Michael DeMarcoCEO CEO Chooses own Directors committees that oversaw Board Annual Meeting Committee No 2019 Directors selection, governance, or compensation All Directors except 2019 Directors Executive Compensation Committee No 2019 Directors Lisa Myers (Chairperson) Laura Pomerantz Mack family loyalist Audit Committee Four 2019 Directors Irvin Reid 26 Year Legacy Director Rebecca Robertson Personal ties to Mack family Alan Bernikow (Chairperson) 14 Year Legacy Director Alan Batkin 2019 Director Frederic Cumenal 2019 Director MaryAnne Gilmartin 2019 Director Nori Gerado Lietz 2019 Director Would a Board genuinely interested in independence fail to include all of 2019 Directors on the committees responsible for executive compensation, Board composition and corporate governance?
2) 2019 Directors: Marginalized by Committee (contd) Shareholder Value Committee was quietly disbanded and replaced with a new Special Committee comprised of the Legacy Directors and CEO Michael DeMarco S 2019 Directors Special Committee Majority Legacy Directors A Director Irvin Reid (Chairperson) 26 Year Legacy Director Michael DeMarco CEO D REPLACED BY Rebecca Robertson Mack family loyalist Alan Bernikow 14 Year Legacy Director Laura Pomerantz Mack family loyalist Frederic Cumenal 2019 Director New independent Special Committee includes long-time Legacy Directors as well as CEO Michael DeMarco Undisclosed disbanding of Shareholder Value Committee allowed Legacy Board to retain strategic control
3) Shareholder Value Committee had no Authority Shareholder Value Committee established by the Legacy Board was designed to fail Despite broad shareholder support for a robust and transparent strategic alternatives process intended to provide shareholders and the Board with prospective bids for all or part of the Company, the Shareholder Value Committee was expressly prohibited from: 1. Contacting or having any discussions with prospective bidders 2. Having any discussions with Bow Street, even though Bow Street had been approached by numerous buyers expressing an interest in the Company 3. Communicating in any way with shareholders to solicit input regarding the Companys strategy Further, despite requests from Bow Street to hear directly from the committee, its conclusions were never released to shareholders This committee was apparently disbanded with no disclosure to the market, replaced with a committee comprised of Mr. DeMarco and a majority of Directors not nominated by shareholders Why would the Company establish a committee with no chance of actually achieving its stated outcome? If the committee had been allowed to speak to the same prospective buyers that contacted Bow Street, we believe that they would have been forced to address Wholeco bids in the $24-28/sh range (a premium of 90% to where the Companys stock is currently trading(1)). Evidently, management determined this was not in Mack-Calis best interests Legacy Board mandated that all strategic interest in the Company be directed to Mr. DeMarco, despite his clearly expressed desire and incentive not to sell
and Board Misled Shareholders Regarding its Status Mack-Cali Press Release December 18, 2019: Publicly Released Statement strongly implied selling suburban assets was sole conclusion Mack-Cali also announced that, based on the recommendations of the Shareholder Value Committee, the Board has determined to sell the Companys entire suburban office portfolio(1) and that Committee would continue to exist: Going forward, the Board will continue to consider the recommendations provided by the Shareholder Value Committee regarding available alternatives for maximizing stockholder value(1) However .the committees conclusions were never released to shareholders suggesting that there were more recommendations that the Company didnt want released And the committee was quietly disbanded in December and replaced with a new committee led by Mr. DeMarco and a majority of Legacy Directors without any disclosure. Despite its dissolution at the end of 2019, the committee remained on Mack-Calis website as late as February 2020; references to the committee mysteriously disappeared once we inquired February 2020 screenshot showed committee active(2) despite being replaced by insider Special Committee(3) New Special Committee stacked with Legacy Board members and CEO DeMarco
4) Management and Board Have Impeded Strategic Interest Despite Mr. DeMarcos protests to the contrary, recent press reports indicate interest from no less than five prospective bidders in 2019-2020 Mack-Cali repeatedly turned away suitors bidder released letters catching Mr. DeMarco in public lie Former Mack-Cali Realty Corp. Chief Executive Officer Tom Rizk expressed interest in acquiring the company for between $24 and $27 per share in December, documents reviewed by Bloomberg show, contradicting comments made by current CEO Michael DeMarco - Bloomberg news article dated 2/28/2020 - Reuters article dated 12/19/2019 Indication of interest received in February 2019 - Mack-Cali press release dated 5/7/2019 We believe the current environment is not conducive to a strategic transaction, BUT Mr. DeMarcos obstructive behavior has proven expensive for Mack-Cali shareholders
To Point Where a Bidder Went Public With Frustration Bidder took the unprecedented step of publicly abandoning a take-over bid due to lack of engagement by Company Despite the Companys claim to the contrary, Rizk Ventures was interested in 100% of Mack-Cali with an offer range of $24-27/share with consideration comprised of UDR equity and cash Tom Rizk, the former CEO of Mack-Cali, owns 10 million sq ft of office/flex properties, and is deeply familiar with the non-residential portfolio In December 2019 following CLIs refusal to engageBow Street was asked to facilitate a meeting between the CEO of UDR and the Shareholder Value Committee; given its limited mandate, committee could not engage Mack-Cali acted poorly when strategic interest was received (1),(2) We do so reluctantly, but we have no choice as it has become abundantly clear that the company is refusing to engage with us in any substantive way, Rizk wrote in a Feb. 23 letter to Mack-Calis board, citing good-faith attempts by his Rizk Ventures LLC to negotiate a deal. We are left with the clear impression that the board has no genuine intention to even explore a sale of the company, and therefore crafted responses to create an appearance of attempting to engage with us while erecting arbitrary and noncommercial obstacles in an effort to justify its often expressed refusal to engage, Your actions demonstrate that the board has no genuine desire to sell the company and provide significant upside to your shareholders, - Bloomberg news article 2/24/2020 referencing letter sent to Mack-Cali Board
Proving Mr. DeMarco Intentionally Misled Shareholders When questioned about the Rizk/UDR bid on the Q4 2019 investor call (in February 2020), Mr. DeMarco offered a series of outright lies; these were definitively unmasked on Feb 28th when Rizk Ventures publicly released the two letters it sent in December 2019 to Mack-Calis CEO, Lead Independent Director, and its investment banker (Jeffrey Horowitz of BAML) Lies: The DeMarco Narrative(1) Documented Truth: Rizk Ventures Letters to CLI Board(2) But I said to them could you please identify the price, Buyer Group would propose to acquire the Company he wasnt willing for a total purchase price range of $24.00 to $27.00 per share Could you tell me your equity sources, sort of raise Consideration to your shareholders is anticipated to be it dead approximately 80% stock and operating partnership units of UDR and 20% cash. I never saw a document that basically said, hey, this is [Rizk Ventures] has conferred with UDR in formulating being CCed to somebody suggesting UDR was not this proposal and, in reliance on the confidentiality involved in the proposal provisions set forth below in this letter, UDR has agreed be named herein. We propose to have representatives of both UDR and JP Morgan attend such a meeting to address any initial questions the Committee might have regarding their respective roles in the transaction. Please note that UDR participated in the drafting of both the Indication of Interest and this letter and have been copied on each
and Lied to Shareholders about this Strategic Approach Lies: The DeMarco Narrative(1) Documented Truth: Rizk Ventures Letters to CLI Board he [Rizk] didnt have an advisor or a law firm As previously indicated, the legal advisors to the Buyer Group are Latham & Watkins LLP and Dechert LLP. The financial advisors to Rizk Ventures are Rockefeller Capital Management and JP Morgan They didnt think they were interested in the whole In general, UDR would acquire the Companys portfolio; they didnt want to buy what I was told CIP or residential assets, and Rizk Ventures would acquire the land, which is a decent portion balance of the Companys assets Anticipated repayment of all corporate-level unsecured debt and redemption, for cash, of all outstanding preferred operating partnership units. we checked into UDRs interest Please note that UDR participated in the drafting of both the Indication of Interest and this letter and have been copied on each. Tom Rizk called Bow Street and asked Bow Street to facilitate a meeting between UDR and the Shareholder Value Committee because Mr. DeMarco was unwilling to meet with the UDR CEO Who do you believe? (1) Bloomberg transcript Citi Conference 3/3/2020 (2) Letters released 2/28/2020: https://www.businesswire.com/news/home/20200228005516/en/Rizk-Ventures-Releases-Letters-Previously-Board-Directors
5) Meanwhile the Mack Family prepared an MBO On March 3rd, 2020 press reports(1) indicated that Chairman Bill Mack and his family were pursuing a transaction to take Mack-Cali private As reported in The Deal, Mack-Calis Chairman and his son/partner Richard Mack pursued a bid to privatize Mack-Cali in late 2019 The Macks retained Cushman & Wakefield (whose Vice Chairman Laura Pomerantz is a sitting CLI Director, sits on CLIs Special Committee, and is a longtime Mack Family business partner) and sought financing from Deutsche Bank Bow Street has subsequently been approached by other potential acquirors that were approached by the Macks to provide equity for such a bid A Mack family MBO has the potential to save the family tens of millions of dollars in taxesas compared to a third-party sale Notably, while the Macks were preparing this bid, the Company disbanded the Shareholder Value Committee, and CEO Michael DeMarco dismissed the Rizk/UDR Inc. bid To the best of our knowledge, despite being clearly conflicted, Mr. Mack did not recuse himself from these conversations regarding the committee and the obstruction of competing strategic bids
6) 2019 Directors Marginalized, Then Removed Board is Subverting Shareholders 2019 vote by refusing to re-nominate four independent 2019 directors Despite the overwhelming support these directors received at the 2019 AGM, the Company has refused to renominate MaryAnne Gilmartin, Frederic Cumenal, Nori Gerado Lietz and Alan Batkin in 2020 Bow Street included these directors on its slate due to a concern that the Company would force their resignation (as they did with four directors last year to protect Chairman Bill Mack) in order to protect the Legacy Directors Mack-Cali established an Annual Meeting Committee, comprised of all its Directors EXCEPT the 2019 Directors listed above in order to exclude them from this process(1) As disclosed April 6, Bow Street offered to exclude these four nominees from Bow Streets slate if Mack-Cali committed to allow shareholders to vote on these nominees as part of the Companys slate The Company refused to commit not to amend their proxy card at the 11th hour as they did in 2019 In its proxy, Mack-Cali notes that Bow Street rejected a settlement offer: This settlement proposal consisted of an offer to include three of the four 2019 Directors on the Companys slate, in exchange for Bow Streets agreement to drop its proxy contest. Specifically, Mack-Cali is attempting to exclude Ms. Nori Gerardo Lietz a widely recognized expert for corporate governance at Harvard Business School who has committed her professional career to shareholder rights at real estate companies Why would a Company with a stated commitment to best-in-class governance play games with its proxy card and refuse to re-nominate Directors with impeccable corporate credentials?
Nominee Selection Tightly Controlled By Loyal Insiders Board created a small committee of insiders (Michael DeMarco, Irvin Reid, and Laura Pomerantz) to oversee process for identifying new nominees Having served on the Board since 1994, Irvin Reid is Mack-Calis longest tenured director Laura Pomerantz is a new independent director from 2019; however, has deep professional and personal ties to Bill Mack and Legacy Board New Board member selection controlled by insiders including Ms. Pomerantz (longstanding ties to Mr. Mack) Mack-Cali Proxy Disclosure(1) Laura Pomerantz: Deep Ties To Chairman Mack Served on board of AREA Properties (founded by On January 24, 2020, the NCG Committee held a special Chairman Mack) meeting, at which it formed a sub-committee consisting of Irvin D. Reid, Laura Pomerantz and Michael J. DeMarco Founder shareholder (together with Chairman Mack (ex officio as CEO of the Company) to select, engage and and Mr. Tese, a prior long-time Mack-Cali Board oversee the work of a professional search firm to assist member) in NRDC Acquisition Corp the NCG Committee in identifying qualified, independent Director at NRDC Acquisition successor (publicly-director candidates traded Retail Opportunity Investments Corporation (ROIC)) since 2009 and serves on board with Chairman Mack and Lee Neibart (CEO of Chairman Macks AREA Property Partners from 1993 2013) (1) Mack-Cali proxy filing: https://www.sec.gov/Archives/edgar/data/924901/000104746920002875/a2241574zdefc14a.htm
7) Compensation Committee: Pay Misaligned with Performance Mr. DeMarcos 2019 compensation was $9.0m Despite the fact that over 50% of its NAV derives from apartment/residential assets, Mack-Cali continues to use a peer group comprised exclusively of office REITs, (which have significantly underperformed apartment REITs), to benchmark total return performance Mr. DeMarco is highest paid CEO as a percent of market cap among ISS peer group Mr. DeMarcos Pay is Exorbitant Compared To Peers(1) CEO Pay % of Market Cap CEO Pay % of NOI(2) CEO Pay % of FFO(3) 0.7% 0.66% 3.5% 3.16% 8.0% 6.99% 0.6% 3.0% 7.0% 6.0% 0.5% 2.5% 5.0% 0.4% 2.0% 1.81% 1.81% 4.0% 0.3% 1.5% 0.23% 3.0% 2.49% 2.55% 0.21% 0.2% 1.0% 0.74% 0.13% 2.0% 1.66% 0.1% 0.5% 1.0% 0.0% 0.0% 0.0% Median Median Median ISS Mack-Cali Median Median Median ISS Mack-Cali Median Median Median ISS Mack-Cali Apartment Office Index Peer Group Apartment Office Index Peer Group Apartment Office Index Peer Group Index Index Index (1) Bloomberg data as of 5/13/2020; Apartment peer group includes all NAREIT apartment index REITs where dated available. Office peer group includes all NAREIT office index REITs where data available; ISS peer group includes BDN, CUZ, CXP, DEI, EQC, ESRT, FSP, KRC, SLG, HIW, HPP, OFC, PGRE, PDM, PSB, WRE, LXP (2) Bloomberg all property NOI (3) Using Bloomberg BEST forward FFO estimate
Who Should We Believe? 4 Highly Credentialed Executives Mack-Cali has accused these four distinguished executives of being bad fiduciaries 1) Alan Batkin (previously Vice Chairman Eton Park, Kissinger Associates) Mr. Batkin is a renowned business leader with a proven track record of success over nearly twenty-eight years of serving on public company boards, including Pattern Energy Group Inc., Omnicom Group Inc., and Cantel Medical Corporation. Mr. Batkin is the only director on the Board to purchase Mack-Cali shares in the open market 2) Frederic Cumenal (previously CEO of Tiffany & Co.) Mr. Cumenal has significant operational, brand management and international business experience having served as the CEO of Tiffany & Co., a Fortune 500 Company 3) Nori Gerardo Lietz (Corporate Governance Expert, Senior Lecturer at Harvard Business School) Ms. Gerardo Lietz is a widely respected corporate governance expert and has written extensively on boardroom failings in the real estate sector in her capacity as a Senior Lecturer at Harvard Business School 4) MaryAnne Gilmartin (MAG Partners, Forest City) Ms. Gilmartin is a highly successful real estate executive, who currently serves as the CEO of her own real estate development firm, MAG Partners. She has served with distinction on the board of Jefferies Financial Group Inc., and ably led major development projects as CEO and President of Forest City Ratner Companies, LLC
or CEO/Board who Dislike Oversight and Fear for their Jobs? Mr. DeMarco and the Legacy Directors two of whom have served on Mack-Calis Board for 16 and 26 years respectively evidently do not like independent oversight Compensation Mr. DeMarcos compensation amounts to ~$9m / year(1) The Mack Daddy Problem Mr. DeMarcos current position confers ancillary benefits given his decided penchant for press coverage, especially in his home-town of Jersey City Annual compensation(1) The Mack Daddy Syndrome(2),(3) $10 $9 $9.0 $ m) ( $8 Proxy $7 Per $6.1 $6 $5.5 $5 $4.1 $4 $3.6 Compensation $3 nnual $2 A $1 $0 2015 2016 2017 2018 2019 (1) Annual comp figures taken from Page 49 of Mack-Cali 2018 proxy statement; Change of control Bow Street estimates / calculations (2) Mack-Daddy Article: https://therealdeal.com/tristate/issues_articles/the-mack-daddy/; (3) https://www.nj.com/entertainment/2017/07/michael_demarco_jersey_city_harborside_mack_cali.html
Companys Nominees: Hastily Chosen, Checkered Pasts Mack-Calis choices to replace the elected 2019 Directors appear to have been poorly vetted; all but one of these nominees is retired, suggesting board fees (from CLI and other boards) to be a meaningful source of income Lee Wielansky (CEO of Midland Group, St. Louis based real Jamie Behar (retired) estate firm) Formerly at General Motors Investment Management Corporation Formerly Chairman of Brookdale Senior Living (BKD) Director at Mexican homebuilder Homex (2004-2013), member Over course of his tenure at BKD, stock has of the audit committee declined 92%; forced out as Chairman by activist Homex filed for bankruptcy in 2013, following allegations of investors in 2019 fraud that took place between 2010-2012 (Company settled with Has served on the boards of four public companies for the SEC in 2017) over 10 years Howard Roth (retired) Formerly at E&Y Michael Berman (retired) Board member at Lexington Realty Trust; one of three individuals Formerly at General Growth Properties against whom shareholder Blackstone voted at last annual meeting Director and Chair of Audit Committee of publicly-traded REIT Brixmor (BRX) since 2013 In 2015, Brixmors top officers became embroiled in an accounting scandal allegations included a general ledger account referred to by management as a cookie jar. In July 2019, former Brixmor executives were charged with fraud, Brixmor settled with the SEC for $7m fine (1) https://www.nytimes.com/2013/04/13/business/sham-shareholder-democracy.html
The Path Forward: Restoring Oversight and Accountability
The Path Forward Bow Street supports a coherent strategy for value realization led by a strong, independent Board Despite a strong collection of assets, it is clear that Mack-Calis current strategy has failed to either grow NAV or close the NAV discount. Bow Street believes that in order to trade in line with peers, CLI must start looking a lot more like its peers 1) High Integrity Leadership Mack-Calis current culture is toxic, benefitting management and the Legacy Directors over other stakeholders 2) Simplify Residential Platform Residential platform should be restructured to prepare for an eventual separation of the business 3) Restructure Office Portfolio Reposition office portfolio by selling sub-institutional suburban properties and investing in Harborside properties 4) Focus on Delivering Promised Leverage Reductions CLI cannot expect to close the discount to its peer group while its leverage is 2x peers 5) Genuine Receptivity (as Opposed to Hostility) to Prospective Sale Proposals Periodic assessments of capital markets to evaluate larger transactions for crystalizing shareholder value 6) Strong Independent Board and Oversight Strategy directly overseen by strong and independent Board which holds management accountable Independent and experienced Board to provide oversight and hold management accountable
1) High Integrity Leadership 20+ years of underperformance and insider dealings at Mack-Cali have created a toxic culture where loyalty is prized over skill, and insider interests trump shareholder returns While it is ultimately the responsibility of the new Board to identify a new CEO if necessary, we believe any new CEO must have: Public market experience Mack-Cali has an antagonistic relationship with sell-side analysts and its shareholders. The Company requires a CEO who can build consensus around a long-term strategy that resonates with REIT investors High Integrity Given the Legacy Boards history of poor governance and current managements tenuous relationship with the truth, we believe the new CEO needs to have unimpeachable character and ethics to build credibility with stakeholders Keen Portfolio Management Skills Unfortunately, Bow Street believes the near-term future is likely to remain challenged for Mack-Cali. The new CEO will require experience navigating through real estate cycles and transitioning portfolios Bow Street has engaged with a world-leading executive search firm to explore a prospective management transition Bow Street has engaged with a leading search firm to identify prospective CEO candidates
2) Simplify Residential Platform (Roseland) Residential platform (Roseland) must be simplified and streamlined to comport with public REIT investor preferences low leverage, no joint-ventures, limited development exposure Rockpoint Preferred Capital Highly complicated joint-venture agreement with Rockpoint subordinates Mack-Calis interest in Roseland and obfuscates value; Bow Street believes Mack-Cali should not take additional capital from Rockpoint, and should ultimately work to restructure arrangement. High multiple peers DO NOT have JV structures Leverage Roseland leverage far exceeds peers; sale of land assets or issuing true equity (not structured preferred) will reduce leverage. CLIs residential leverage is 2x that of the peer group Development Exposure REIT investors do not ascribe value to large development portfolios as they are inherently volatile, CLIs development portfolio is almost 10x the average size of peers Roseland should be restructured with an eye toward making it simpler and less levered(1) Land + Large Net Debt / Construction Preferred Company EBITDA LTV % / Assets Equity / JVs AvalonBay 4.7x 24% 8.0% No Equity Residential 5.1x 27% 1.1% No Essex 5.8x 32% 2.9% No UDR 6.0x 31% 0.7% No Camden 4.1x 23% 4.2% No AIMCO 7.6x 38% 5.9% No Peer Average 5.6x 29% 3.8% No Roseland (Mack-Cali Resi) 11.8x 45% 32.6% Yes (1) Green Street data for peers; Roseland calculated using Company Q4 2019 earnings supplement
3) Restructure Office Portfolio Bow Street believes Mack-Cali should continue its disposition of suburban assets and select waterfront assets Mack-Calis current portfolio is an amalgamation of hotels, retail, sub-institutional suburban office assets, higher quality Metropark and Short Hills office assets, and office assets on Jersey City Waterfront Mack-Cali should consider exiting office market altogether, as appropriate, to concentrate on its residential business Mack-Cali should prudently exit its commercial portfolio(1) Company Value ($m) Waterfront Office $1,707 Metropark, Short Hills Suburban Office $530 Other Suburban Office $476 Highly disparate commercial assets Retail & Other Non-Core $38 should be harvested Hotel & Other JVs $174 Land $157 Hotels and retail all of which have been recent expansions are not consistent with high valuations and are a waste of precious shareholder capital (1) Commercial gross asset values from Mack-Cali Q1 2020 supplement
4) Focus On Reducing Leverage Leverage must come down for Mack-Cali to succeed Bow Street believes that CLI isnt likely to close the valuation gap to peers and to NAV unless it addresses its excessive leverage problem Mack-Cali leverage is nearly 2x that of peers; management has failed to deliver leverage reductions and has instead doubled down on acquisitions and development Bow Street believes there is no one silver bullet to address leverage but that all options must be on the table to right size the balance sheet including: (i) meaningfully slowing the pace of development and monetizing development assets, (ii) reducing G&A which is elevated relative to peers and (iii) employ a more disciplined approach to sale proceeds, the bulk of which have recently been reinvested into acquisitions rather than leverage reduction High development exposure hampers leverage and cash flow(1) as does elevated G&A load(2) 35% 33% 0.70% 0.64% 30% Land 0.60% 0.57% / 25% 0.50% 20% assets 0.40% of 15% % 0.30% 0.27% Development Exposure G&A 10% 8% 0.20% 6% Apartment 4% 0.10% 5% 3% 1% 1% 0.00% 0% Apartment Median Office Median Mack-Cali UDR Equity Essex Camden AIMCO AvalonBay Roseland Residential (Mack-Cali) (1) Land and development construction % of GAV; Green Street data for peers, Roseland calculated using Company earnings supplement
5) Genuine Receptivity to Strategic Transactions Prior to COVID there was robust buyer appetite and a deep pool of prospective acquirors for CLIs assets Despite the Companys proxy statement which recently pivoted to strategic alternatives, Mack-Cali needs a long-term plan; we DO NOT advocate a sale in the near-term However, there is a widespread perception in the real estate community that Mack-Cali is dismissive of potential interest and that it isnt worth even doing the work since the general view is that CLI will never sell This self-interested posture is cultural and deeply entrenched; we believe a truly independent Board needs to chart a new course with potential buyers and express openness and willingness to constructively engage in value creative proposals Record level of real estate dry powder as multi-family cap rates were at all time lows pre-COVID(2) 10% 9% 8% % 7% Rates Cap 6% 5% 4% 3% 1998 1998 1999 2000 2001 2002 2003 2003 2004 2005 2006 2007 2008 2008 2009 2010 2011 2012 2013 2013 2014 2015 2016 2017 2018 2018 2019 Mack-Calis leadership must change the prevailing narrative regarding its willingness to transact
6) Strong, Independent Board and Oversight Bow Street Board nominees bring independent oversight and experience Bow Street believes the current CEO and Legacy Board have created a toxic environment that prioritizes insider interests and has long failed to be accountable to shareholders We believe a meaningful refreshment of the Board, with four new independent directors in addition to the four independent directors elected by shareholders last year is required to change the culture in the boardroom and rid the Company of this deep entrenchment 7 of our 8 director nominees are fully independent of Bow Street (all are independent of Mack-Cali) and bring deep CEO, real estate, public markets and governance expertise to a Board that currently values loyalty to Messrs. DeMarco and Mack over service to shareholders Akiva Katz the lone non-independent director nominee will bring a shareholder mindset to the Board. Mack-Cali is a significant investment for Bow Street and Mr. Katz will invest the time and effort to ensure that the Board is well apprised of shareholder and other stakeholder perspectives, which we believe have been suppressed by current managements bullying tone and actions We believe a new, rigorously independent Board will create the conditions that will allow Mack-Calis persistent NAV discount to be closed, and will restore investor faith in Mack-Cali Without a strong, independent Board of Directors, Mack-Cali will never close its NAV discount
2019 Elected Director: Alan Batkin Leadership experience Mr. Batkin serves as the Chief Executive Officer and Chairman of Converse Associates, a strategic advisory firm He previously served as Vice Chairman of Eton Park Capital Management, L.P. and Vice Chairman of Kissinger Associates, Inc Board experience In addition to serving as a Director at Mack-Cali, Mr. Batkin has extensive public company board experience, including previously serving as a director at Pattern Energy Group Inc., and Omnicom Group Inc., and Lead Director at Cantel Medical Corp. He has also served as a director at Hasbro, Inc., Diamond Offshore Drilling and Overseas Shipholding Group Inc. Mr. Batkin is a renowned business leader and brings a proven track record of success over nearly twenty-eight years of serving on public company boards to the Mack-Cali Board With an entire career of experience serving as a trusted advisor to multi-billion-dollar corporations and investment firms, Mr. Batkin brings a deep financial expertise and a diverse experience-set to the Mack-Cali Board. Having chaired Governance and Audit committees, Bow Street believes he is well-suited to help identify and correct the current entrenchment and governance issues that persist at Mack-Cali.
2019 Elected Director: Frederic Cumenal Leadership experience Mr. Cumenal served as the Chief Executive Officer and President of Tiffany & Co. Prior to his service at Tiffany & Co., Mr. Cumenal held several senior executive positions in LVMH Groups wine and spirits businesses over a fifteen-year span. Board experience In addition to serving as a Director at Mack-Cali, Mr. Cumenal currently sits on the board of directors of Blue Nile Inc (Nasdaq: NILE, privatized by Bain Capital, Bow Street LLC and Adama Partners in 2017). Mr. Cumenal previously served as a director at Tiffany & Co. (NYSE: TIF) and Constellation Brands (NYSE: STZ). Mr. Cumenal brings strong operational, brand management and consumer expertise to the Mack-Cali Board Despite the fact that Mack-Cali touts its millennial-targeted residential development business as core to the Companys financial future, no Mack-Cali directors (aside from Mr. Cumenal) have consumer/branding skills. Mr. Cumenals marketing and branding acumen is directly applicable to Mack-Calis most valuable asset: its quickly growing residential business in Jersey City, for which millennials are a core target market. Additionally, Mr. Cumenal is the only current independent Mack-Cali Director with public market CEO experience.
2019 Elected Director: Nori Gerardo Lietz Leadership experience Ms. Gerardo Lietz is a Senior Lecturer of Real Estate Private Equity at Harvard Business School and the President of Areté Capital, a real estate advisory firm she founded. Previously, she was a Partner at Partners Group, a $50 billion Swiss asset manager, and served as Chief Strategist and Investment Committee Chair for Private Real Estate. She co-founded Pension Consulting Alliance, and developed its real estate investment management and advisory activities. She also co-founded Public Storage Institutional, an institutional investment firm deploying pension capital to acquire real estate assets. Board experience Ms. Gerardo Lietz currently serves as a Director at Mack-Cali. Previously, she served as director at Pension Real Estate Association and director at Real Estate Research Institute. Ms. Gerardo Lietz is widely respected as a corporate governance expert and is a fierce advocate for real estate investors rights in the Mack-Cali Boardroom Ms. Gerardo Lietz has set corporate governance precedent. She has an excellent blend of experience operating real estate practices with institutional investors and intimate knowledge of the real estate investment management sector. During her time at Pension Consulting Alliance, she established limited partner advisory committees to protect fund investors; these committees are now considered best-practice governance for private investments. Intensive governance focus in her capacity as professor; relevant cases include: Colony Capital: Unbelievable, Harvard Business School Case 219-087, January 2019, and Simon Storage, Harvard Business School Case 212-064, January 2012.
2019 Elected Director: MaryAnne Gilmartin Leadership experience Ms. Gilmartin is Co-Founder and Chief Executive Officer of MAG Partners, a New York-based real estate development firm. Previously, she served as the Chief Executive Officer and President of Forest City Ratner Companies, LLC, a subsidiary of Forest City Realty Trust, Inc. She also previously served as Assistant Vice President for Commercial Development at the NYC Economic Development Corporation. Board experience In addition to serving as a Director at Mack-Cali, Ms. Gilmartin currently serves as a director at Jefferies Financial Group Inc. and as a Member of the Executive Committee and Board of Governors of the Real Estate Board of New York. With 30+ years of experience, Ms. Gilmartin is a highly successful and well-respected business leader in NY real estate and brings directly relevant real estate development and leadership experience to the Mack-Cali Board During her tenure at Forest City, Ms. Gilmartin led significant projects, including Pacific Park ($5b), Barclays Center ($1b) and MetroTech Center (5m square feet). In addition, she led the development and leasing of two of NYs most iconic ground up developments: the New York Times HQ and NY by Gehry. This experience is directly applicable to Mack-Calis development of Jersey City, generally perceived to be the next high growth Manhattan adjacent region. Ms. Gilmartin is a fierce advocate for shareholders. At Forest City, she helped oversee numerous shareholder friendly initiatives, including de-levering the company, selling off non-core assets, and reducing G&A and improving governance issues long-cited by investors and governance experts as a hinderance to value creation at Mack-Cali.
2020 Nominee: Tammy Jones Leadership experience Ms. Jones is Co-Founder and Chief Executive Officer of Basis Investment Group, a multi-strategy commercial real estate investment manager and registered investment advisor that invests capital on behalf of institutional investors, including some of the largest pension funds in the U.S., family offices, and sovereign wealth investors. Basis is based in New York City. Previously, she worked at a subsidiary of Caisse de depot, CW Capital LLC, as head of the fixed and floating rate Capital Markets Lending Division. She has also held senior level positions at commercial real estate investment companies, including Commercial Capital Initiatives, Inc. (a subsidiary of GMAC), Equitable Real Estate and AMRESCO Management, Inc. Board experience Ms. Jones was an independent director for Monogram Residential Trust, Inc. (NYSE: MORE), a former publicly-traded REIT that owned, operated and developed luxury multifamily properties. She is a Trustee of The Georgia State University Foundation and sits on the Investment and Real Estate committees and is Chair of the Real Estate Executive Council. Ms. Jones will bring a unique combination of capital markets and CRE expertise, directly relevant to Mack-Cali, to the Mack-Cali Board Ms. Jones is a highly qualified and accomplished real estate executive who has dedicated her professional career to the advancement of ethnic and gender diversity in leadership positions in the real estate sector. This is evidenced by her role as Vice-Chairwoman of Basis Impact Group Foundation, a non-profit organization dedicated to creating a pipeline of women and minorities in commercial real estate. As an independent director at MORE, Ms. Jones oversaw a robust, transparent strategic alternatives process and successful sale of the Company to Greystar in 2017, which resulted in a 22% premium to NAV.
2020 Nominee: Akiva Katz Leadership experience Mr. Katz is the Co-Founder and Managing Partner of Bow Street LLC, a New York-based investment firm that invests extensively in real estate Prior to founding Bow Street, Mr. Katz served as a Managing Director at Brahman Capital Corp. from 2007 to 2011 Board experience Mr. Katz currently serves on the board of directors at TransAtlantis LLC, one of Europes largest litigation finance platforms Mr. Katz will bring extensive knowledge of financial markets and a much-needed ownership mentality to the Mack-Cali Board If elected, Mr. Katz would be the only Board member who has significant capital invested in Mack-Cali, and as such, would bring a fresh, shareholder perspective to the Board. Mr. Katz has over 15 years of experience investing in publicly-traded real estate companies and REITs, extensive knowledge of financial markets and broad investing experience derived from serving at major financial investment firms.
2020 Nominee: Mahbod Nia Leadership experience Mr. Nia served as Chief Executive Officer of NorthStar Realty Europe Corp (NRE), a NYSE listed REIT; grew NRE to $2.6 billion in assets and sold it to AXA in 2019, realizing a 15% IRR since inception. He also previously served as Managing Director at Colony Capital Inc. and held various senior level positions for PanCap Investment Partners, Goldman Sachs and Citigroup Inc. Board experience Mr. Nia served as a member of NREs investment committee and board of directors. With deep governance, real estate and industry transaction experience, Mr. Nia will bring fresh, thoughtful views to the Mack-Cali Board Mr. Nia is committed to strong corporate governance practices as evidenced by his work at NRE, where he fought to protect the rights of shareholders and oversaw numerous governance reforms, including amendments to the Companys charter providing for bylaw repeal. Mr. Nia also implemented significant operational and financial improvements at NRE, including reducing leverage, releasing and selling non-core assets, which led to the successful sale of the company and shareholder value creation.
2020 Nominee: Howard Stern Leadership experience Mr. Stern is the Founder and Principal of Stern & Associates, LLC, a full-service real estate advisory and consulting firm. Mr. Stern is the Founder and former President of Hudson Pacific Properties Inc. (HPP), a California-based office REIT. HPP grew portfolio from 8 assets (1.5m square feet) to 28 assets (6.5m square feet) and returned over 40% from IPO during his tenure. Mr. Stern served as Chief Investment Officer of Arden Realty, Inc., a 20 million square foot Southern California REIT, where he oversaw tripling of share price and eventual sale to GE. Board experience Mr. Stern was a director for HPP. Mr. Stern has long track record of successful growth in CRE and will bring valuable expertise in financing and real estate asset management across multiple market cycles to the Mack-Cali Board Mr. Stern is an expert in office leasing and asset management. At HPP, he successfully structured a commercial portfolio into a successful, publicly-traded REIT. His experience in positioning real estate assets for public markets investors will prove invaluable to Mack-Cali. At HPP, he developed leasing programs to accelerate leasing absorption, velocity and portfolio occupancy rates. This experience is highly relevant to one of Mack-Calis single biggest issues its high vacancy waterfront portfolio.
Shareholders Have a Clear Choice A New Era at Mack-Cali The Status Quo Newly constituted independent Board of A Board of Directors that prioritizes its Directors, mandated to create value for all own interests at shareholders expense: shareholders and provide deeply needed weak governance and unmitigated oversight of management conflicts A Path Forward that addresses the Continued underperformance and value Companys structural issues its leverage destruction and cash flow needs Further deterioration in Mack-Calis Leadership with the integrity and operations and capital structure, putting compassion required for these shareholders investment at significant challenging times risk Bow Street urges shareholders to protect their investment and vote the GOLD proxy card FOR its eight, highly-qualified nominees who bring diverse, relevant backgrounds to a Board in need of change.
Appendix: In Managements Own Words: A Compendium of Broken Promises
Im a NAV guy. Thats why we talk NAV and we live NAV because end of the day [the] proof is in the pudding. You start with cash, you end with cash. But youre 100% correct. Theres a reckoning coming in, I recognize it. We work toward that and no ones taking their job or their responsibilities lightly - Michael DeMarco Q3 2018 Bloomberg Transcript Earnings Call 11/1/2018
Proof is in the Pudding: Closing the NAV Discount #1 Priority 2015 Our chief goal is to close the gap between what we perceive our NAV to be and what our share price is Well do whatever it takes to make NAV a reality as opposed to a possibility M. DeMarco Q2 Earnings But we look at maximizing NAV for our shareholders every single day we get to work and probably on weekends too, but this is the path that weve laid out M. DeMarco Q3 Earnings 2016 And we get closer and closer, we have more options now in front of us just closing that gap M. DeMarco Q1 Earnings It behooves us to basically make sure that we get every dollar of NAV we can for our shareholders M. DeMarco Q2 Earnings When you put out a NAV as we have, and we continue to update that, you have the responsibility to achieve that NAV M. DeMarco Q2 Earnings 2017 As long as we dont drift below what our current NAV is M. DeMarco Q4 2016 Earnings We have a plan. I dont think I want to lay out much more than that right now but I tell you its [the] number one thing we think about and I believe its the one way we can unlock further value M. DeMarco Q4 2016 Earnings Our transformation progress will be substantially completed by the end of 2017 M. DeMarco Q1 2017
Proof is in the Pudding: Closing the NAV Discount #1 Priority2018I have always made a very clear function that my job was to increase NAV, the things to get this platform cleaned up and then harvest that NAV Im on a path to achieve that with very good clarity M. DeMarco Q1 2018 I feel very comfortable that well be accomplishing all goals M. DeMarco Q2 2018If it doesnt work out, we know, [if] we dont trade at NAV. I will strongly advocate that we disembowel the company and make to sell the pieces off M. DeMarco Q3 20182019So, everything we do this is a concept that comes up is for the ability to have NAV growth, right, the ultimate game, right? M. DeMarco Investor Day Jan 20192020We also have done a good job of increasing NAV. The NAV disparity [at] the company [that] exist[s] today, didnt exist day one M. DeMarco Citi Conference March 2020
The Proof: Discount To NAV Remains Robust Despite significant transaction activity, CLIs wide NAV discount continues unabated and NAV is DOWNDuring Mr. DeMarcos tenure (a period of broad REIT appreciation), Mack-Calis large discount to NAV has widened(1)0%Sep-15 Mar-16 Sep-16 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20-10%NAV Company -20% Point -30% Mid -To Discount -40% Trading -50% -60%-70%(1) Bloomberg; Mack-Cali quarterly supplement mid-point NAV estimates; NAV estimate of $33.57 / sh taken from September 2015 from Investor Day Presentation for period of September 2015 until 3/31/2016 when Q1 2016 quarterly NAV disclosed;
Proof is in the Pudding #2: Leverage will Come Down2016Two, we are over-leveraged. We are working toward reducing our net debt to EBITDA ratio in 2016. We truly value financial flexibility and are aligned with you on this issue M. DeMarco Q4 2015We value financial flexibility and are working toward reducing our net debt-to-EBITDA ratio in 2016 We expect in the future to reduce our debt over the coming quarters M. DeMarco Q2 2016I dont want to go to eight times, Tony [CFO] and I talk about, we call it the snowman. We dont want to have a snowman on our numbers, right? M. DeMarco Q2 2016We expect to further reduce our debt over the coming quarters as we begin to pick [up] benefit[s] from substantially improving cash flow and we apply sales proceeds to a debt pay-down M. DeMarco Q3 20162017The strengthening of our balance sheet is a core focus We do recognize that we need to deal with our net debt-to-EBITDA ratio by the end of 2017 and we have a plan to do that M. DeMarco Q4 2016Our earnings continue to go up, our net debt-to-EBITDA goes down for the office business, right? It goes down in the sixes by the end of 2017 and continues to go down in 2018 and 2019 M. DeMarco Q4 2016Second, the strengthening of our balance sheet is the core focus we now can focus on reducing debt levels, which we started this quarter due to our sales effort asset M. DeMarco Q3 2017
Proof is in the Pudding #2: Leverage will Come Down2018leverage is going to come down M. DeMarco Q1 2018the important topic for us is leverage. Its going to come down. Were sticking with our balance sheet for easy repayment... We expect to have improved leverage in 2019 M. DeMarco Q2 20182019I have to get de-levered over time M. DeMarco Q4 2018AND the RESULTS:2020So we think leverage will stay around 10 times in the near future M. DeMarco March 3, 2020How can Mr. DeMarco be trusted to deliver any results?
The Proof: Leverage Continues To IncreaseLeverage has continued to increase(1)12x11.5x11x10x 9.7x9.3x 9.3x EBITDA 9x / Debt 8x 7.7x Net 7.5x7.1x CLIL 7x6x5x4x2014 2015 2016 2017 2018 2019 Q1 2020
Proof is in the Pudding #3: Waterfront Occupancy will ImproveBig talk, broken promises: Despite repeated promises of leasing on waterfront, vacancy has grownDate Occupancy What Management Said at the TimeMay 94% We have someone looking at the space now who is going through the incentive process If not, we would 2017(1) expect to get one done after they move out We feel comfortable on that spaceAugust 94% Tenants are taking longer to commit to new leases, which is causing a delay in filling up space that we2017(1) projected for 2017. We expect this to be corrected in the next two quarters.May 81% We have seen a dramatic increase in the activity through the first quarter of this year compared to a year 2018(1) ago. Across the board, were seeing inquiries, tours and proposals increase in number. Specifically, we are in active negotiations with over 700,000 square feet of transactions, which if they were to close, will result in over 540,000 square feet in pure net absorption August 73% Additionally, were in active lease negotiations on approximately 213,000 square feet of additional 2018(1) transactions Our increasing tours and inquiries provide a positive outlook for 2019 November 73% As we look to the fourth quarter, we are currently in negotiations with numerous new tenants on the 2018(1) Waterfront, totaling approximately 190,000 square feet, which will further drive our vacancy lower and continue the positive response were seeing in the marketFebruary 73% Our activity level continues to be strong, especially on the Waterfront, where we are in active discussions 2019(1) with over 800,000 square feet of new tenants our largest struggles behind us, this activity should lead to further pure net absorption in the market February 72% We do have several new deals in the marketplace that we are pursuing and expect to get in the next 12 2020(1) weeks or over the next quarter or soDespite repeated promises of increased waterfront leasing, vacancies have intensified(1) Mack-Cali quarterly earnings calls and press releases, includes Harborside 1 in waterfront occupancy for periods where removed
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