Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - MACK CALI REALTY CORP | ex102.htm |
| EX-10.6 - EXHIBIT 10.6 - MACK CALI REALTY CORP | ex106.htm |
| EX-10.3 - EXHIBIT 10.3 - MACK CALI REALTY CORP | ex103.htm |
| EX-10.5 - EXHIBIT 10.5 - MACK CALI REALTY CORP | ex105.htm |
| EX-99.1 - EXHIBIT 99.1 - MACK CALI REALTY CORP | ex991.htm |
| EX-10.7 - EXHIBIT 10.7 - MACK CALI REALTY CORP | ex107.htm |
| EX-10.4 - EXHIBIT 10.4 - MACK CALI REALTY CORP | ex104.htm |
| EX-10.1 - EXHIBIT 10.1 - MACK CALI REALTY CORP | ex101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): January 15, 2010
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):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
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
January 15, 2010, Mack-Cali Realty, L.P. (the “Operating Partnership”) and
certain of its operating subsidiaries, modified and extended their $150 million
portfolio mortgage loan (the “Modified Mortgage Loan”) with The Prudential
Insurance Company of America (“Prudential”). In connection with the
Modified Mortgage Loan, VPCM, LLC, a wholly-owned subsidiary of the Virginia
Retirement System, joined Prudential as an additional lender under the Modified
Mortgage Loan (collectively, the “Lenders”).
The
Modified Mortgage Loan, which continues to be collateralized by seven properties
with an aggregate of approximately 2.0 million net rentable square feet of
office space, bears interest at a rate of 6.25% per annum and matures on January
15, 2017. For the initial 30 months of the Modified Mortgage Loan,
monthly interest only payments will be $781,250. Thereafter, combined
monthly principal and interest payments under the Modified Mortgage Loan will be
$923,576.
The
Modified Mortgage Loan is non-recourse to the Operating Partnership except for
customary exceptions including but not limited to such matters as intentional
misuse of funds, environmental conditions and material misrepresentations, and
the Operating Partnership has agreed, subject to certain conditions, to guaranty
repayment of up to $61.1 million of the principal amount of the Modified
Mortgage Loan.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
See Item 1.01 above.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
|
10.1
|
Amended
and Restated Master Loan Agreement dated as of January 15, 2010 among
Mack-Cali Realty, L.P. and Affiliates of Mack-Cali Realty Corporation and
Mack-Cali Realty, L.P., as Borrowers, Mack-Cali Realty Corporation and
Mack-Cali Realty L.P., as Guarantors, and The Prudential Insurance Company
of America and VPCM, LLC, as
Lenders.
|
|
10.2
|
Partial
Recourse Guaranty of Mack-Cali Realty, L.P. dated as of January 15, 2010
to The Prudential Insurance Company of America and VPCM,
LLC.
|
|
10.3
|
Form
of Amended, Restated and Consolidated Mortgage and Security Agreement and
Financing Statement dated as of January 15, 2010 by Mack-Cali Realty,
L.P., as Borrower, to The Prudential Insurance Company of America and
VPCM, LLC, as Mortgagees with respect to each of the collateral
properties.
|
|
10.4
|
Form
of Amended, Restated and Consolidated Promissory Note dated January 15,
2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance
Company of America with respect to each of the collateral
properties.
|
|
10.5
|
Form
of Amended, Restated and Consolidated Promissory Note dated January 15,
2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to each
of the collateral properties.
|
|
10.6
|
Form
of Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali
Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance
Company of America and VPCM, LLC with respect to each of the collateral
properties.
|
|
10.7
|
Form
of Amended and Restated Irrevocable Cross Collateral Guaranty of Payment
and Performance dated January 15, 2010 of the owners of the collateral
properties to The Prudential Insurance Company of America and VPCM, LLC
with respect to each of the collateral
properties.
|
|
99.1
|
Press
Release of Mack-Cali Realty Corporation dated January 19,
2010.
|
SIGNATURES
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: January
22,
2010 By: /s/ Roger W. Thomas
Roger W. Thomas
Executive Vice President, General Counsel and Secretary
MACK-CALI REALTY, L.P.
By: Mack-Cali
Realty Corporation,
its general partner
Dated: January
22,
2010 By: /s/ Roger W. Thomas
Roger
W. Thomas
Executive
Vice President, General Counsel and Secretary
EXHIBIT
INDEX
Exhibit
No. Description
|
10.1
|
Amended
and Restated Master Loan Agreement dated as of January 15, 2010 among
Mack-Cali Realty, L.P. and Affiliates of Mack-Cali Realty Corporation and
Mack-Cali Realty, L.P., as Borrowers, Mack-Cali Realty Corporation and
Mack-Cali Realty L.P., as Guarantors, and The Prudential Insurance Company
of America and VPCM, LLC, as
Lenders.
|
|
10.2
|
Partial
Recourse Guaranty of Mack-Cali Realty, L.P. dated as of January 15, 2010
to The Prudential Insurance Company of America and VPCM,
LLC.
|
|
10.3
|
Form
of Amended, Restated and Consolidated Mortgage and Security Agreement and
Financing Statement dated as of January 15, 2010 by Mack-Cali Realty,
L.P., as Borrower, to The Prudential Insurance Company of America and
VPCM, LLC, as Mortgagees with respect to each of the collateral
properties.
|
|
10.4
|
Form
of Amended, Restated and Consolidated Promissory Note dated January 15,
2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance
Company of America with respect to each of the collateral
properties.
|
|
10.5
|
Form
of Amended, Restated and Consolidated Promissory Note dated January 15,
2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to each
of the collateral properties.
|
|
10.6
|
Form
of Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali
Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance
Company of America and VPCM, LLC with respect to each of the collateral
properties.
|
|
10.7
|
Form
of Amended and Restated Irrevocable Cross Collateral Guaranty of Payment
and Performance dated January 15, 2010 of the owners of the collateral
properties to The Prudential Insurance Company of America and VPCM, LLC
with respect to each of the collateral
properties.
|
|
99.1
|
Press
Release of Mack-Cali Realty Corporation dated January 19,
2010.
|