Bow Street Files Definitive Proxy Materials in Connection with Mack-Cali’s 2019 Annual Meeting

Sends Letter to Mack-Cali Shareholders Outlining Decades of Value
Destruction Overseen by Deeply Entrenched Board

Reiterates Need to Repair Mack-Cali’s Broken
Structure by Exploring Strategic Alternatives to Maximize Shareholder
Value

Urges Mack-Cali Shareholders to VOTE the GOLD
Proxy Card FOR the Election of Bow Street’s
Four Highly-Qualified, Independent Director Nominees

NEW YORK–(BUSINESS WIRE)–Bow Street LLC (“Bow Street”), a New York-based investment firm that
beneficially owns approximately 4.5% of the outstanding shares of common
stock of Mack-Cali Realty Corporation (“Mack-Cali” or the “Company”)
(NYSE: CLI), announced today that it has filed a definitive proxy
statement with the Securities and Exchange Commission for the election
of four highly-qualified, independent director nominees to Mack-Cali’s
Board of Directors (the “Board”) in connection with the Company’s 2019
Annual Meeting of Shareholders to be held June 12, 2019.

Additionally, Bow Street is sending a letter to its fellow Mack-Cali
shareholders outlining the decades-long value destruction overseen by
the Company’s deeply entrenched Board as well as Bow Street’s belief
that new independent directors and significant structural change are
required to unlock value for all shareholders.

Akiva Katz, Managing Partner of Bow Street, said, “Decades of
mismanagement and missed opportunities by its Board have left Mack-Cali
in a dangerous and untenable position. Mack-Cali’s persistently wide
discount to NAV is currently and historically amongst the widest in the
REIT universe; the Company’s efforts to close this discount have failed,
causing shareholders to suffer bottom quartile stock performance over
any appreciable multiyear period. We believe Mack-Cali’s value will
never be realized in its current broken structure, and once again urge
the Board to launch a process to explore all strategic alternatives to
maximize shareholder value.”

Howard Shainker, Managing Partner of Bow Street, continued, “For the
last several months, we have endeavored to engage constructively with
the Board, and are deeply disappointed by its perfunctory dismissal of
our proposal and refusal to explore any other alternatives. This Board’s
actions are consistent with its reputation for entrenchment and
resistance to change. Accordingly, we are nominating four
highly-qualified, independent director candidates to ensure
transparency, fairness and good governance prevail over stubborn
intransigence. If elected, our nominees will bring fresh perspective,
skills and a governance-centric approach to a Board desperately in need
of independence.”

The full text of the letter is below.

May 1, 2019

Dear Fellow Mack-Cali Shareholder:

Fifteen years is a long time.

Over the last fifteen years, global asset values – and the value of New
York Metro area real estate in particular – have surged. In hindsight,
Mack-Cali Realty Corporation (“Mack-Cali,” “CLI,” or “the Company”)
should have been well positioned to capitalize on this pending boom. As
proudly detailed in the Company’s 2004 Annual Report, Mack-Cali owned a
portfolio of $4.16 billion¹ of real estate assets located
primarily in the Northeast, had a balance sheet it described as “one of
the strongest in the industry,” and enjoyed a reputation “as one of the
country’s leading real estate investment trusts.”²

However, while a dollar invested in the benchmark MSCI US REIT Index
(RMZ) at its inception in 2005 is worth $2.61³ today, that
very same dollar invested in Mack-Cali stock over the same period has
declined in value, and is now worth only 92 cents³
(inclusive of dividends). Despite presiding over these
abysmal results, the majority of Mack-Cali’s current directors –
including Chairman William Mack – have served on the Company’s Board of
Directors (the “Board”) for over fifteen years. In its proxy statement
filed on April 29^th, Mack-Cali is once
again urging shareholders to re-elect these directors to the Board –
essentially asking you to validate and perpetuate their track record of
value destruction and poor governance.

We Own a Meaningful Stake in Mack-Cali; We Are Focused on
Maximizing Value for All Shareholders
Bow Street LLC (“Bow
Street” or “we”) manages funds that beneficially own 4.5% of Mack-Cali.
Founded in 2011, Bow Street is a New-York based investment manager that
partners with institutional investors and family offices globally to
invest opportunistically across asset class, geography and industry. We
own long-duration assets in both the public and private markets, and
this proxy filing is our first such submission since Bow Street’s
founding over eight years ago.

In Mack-Cali’s public communications, the Board suggests we are working
to force the Company’s sale at a so-called “fire sale” price⁴.
Nothing could be further from the truth. We have explicitly called for:

i) the launch of a fulsome process to analyze all
prospective value maximizing strategic alternatives, and

ii) the nomination of four new independent
directors to replace some of the longest tenured members of Mack-Cali’s
entrenched Board, which has overseen more than two decades of value
destruction.

As significant shareholders, we are motivated to maximize the value of
Mack-Cali’s shares for all investors. Let
us be clear: we believe Mack-Cali should indeed be sold – to the highest
bidder in a robust, transparent auction process.

Mack-Cali is Trapped – Its Value Will Never be Realized in its
Current Broken Structure
Decades of mismanagement, missed
opportunities, and myriad conflicts have left Mack-Cali in a dangerous
and untenable position. Despite repeated promises by management and the
Board to de-lever, Mack-Cali’s debt levels have risen consistently over
the years and the Company remains amongst the most highly levered of all
publicly-traded REITs⁵. This leverage issue is unlikely to be
resolved anytime soon. Instead, Mack-Cali will be severely cash-flow
constrained for the foreseeable future, hampered by significant vacancy
in its commercial portfolio and its highly capital-intensive residential
development platform.

Mack-Cali is trapped, lacking the required
financial resources to maximize value for either its office portfolio or
its growing residential business. We believe that the value
of the Company’s underlying assets will never be realized in the public
markets in its current broken structure. The market clearly shares our
perspective, as evidenced by:

(i) the Company’s persistently wide discount to net asset value
(“NAV”), currently and historically amongst the widest in the REIT
universe⁶;

(ii) the lack of a single “Buy” recommendation amongst the eight
Wall Street brokerage analysts⁷ covering the stock; and

(iii) a share price that has stagnated for decades.

See chart detailing Mack-Cali’s NAV trading discount to peers.

We Made a Value Creative Proposal; Mack-Cali’s Board Promptly
Rejected It Without Proper Inquiry
Consequently, we
proposed a transaction that we believe addresses Mack-Cali’s issues,
delivering value of up to $27-$29 per share to shareholders.⁸
Specifically, our proposed transaction contemplates the acquisition of
Mack-Cali’s corporate shell, followed by a subsequent distribution of
the Company’s multi-family residential assets to shareholders. Taxes and
other transaction friction – cited by the Company on multiple occasions
as material impediments to effectuating the transaction – would be Bow
Street’s liabilities, not those of Mack-Cali shareholders.

The Board could have easily clarified the details of our transaction
through meaningful inquiry regarding valuation, structure, tax or other
implications for shareholders. However, rather
than conduct proper diligence, the Company quickly issued a misleading
press release rejecting the proposal. Concurrently,
Mack-Cali offered Bow Street two board seats in exchange for our
silence, explicitly refusing to consider any material changes to
corporate strategy.

The Board’s Behavior is Par for the Course; What Other Offers Have
Been Similarly Rejected?
Unfortunately, as longtime
Mack-Cali shareholders know all too well, these actions are broadly
consistent with this entrenched Board’s well-earned reputation for
discouraging prospective suitors. As recently as last September, Bloomberg
News reported that Mack-Cali may have received and rejected a “fully
financed bid at a significant premium.”⁹ In the weeks since
our investment in Mack-Cali has been made public, we have heard this
very same story repeated by numerous rebuffed acquirers.

To be clear, your vote at Mack-Cali’s 2019 Annual Meeting of
Shareholders is not about our offer, but rather about all
prospective value-creative solutions – none of which this Board can
afford to ignore given the abysmal status quo. We are therefore
calling on the Board to immediately launch a process whereby all
strategic alternatives are evaluated – including our own – to maximize
value for all shareholders.

Mack-Cali’s Underperformance is Undeniable – Chairman Mack and His
Board Have Failed Shareholders
A majority of Mack-Cali’s
current directors have served on the Board for fifteen years or longer,
overseeing the Company’s legacy of value destruction. The Company’s
share price has consistently trailed its peers, resulting in bottom
quartile performance across 3-, 5-, 10-, 15-, and 20-year periods¹⁰.

Over the last fifteen years, under Chairman Mack’s leadership,
Mack-Cali shareholders have seen:

• their dividend cut by nearly 70%;
• Funds From Operations per share decline by
  50%;
• debt load increase by $700 million;
  and
• the value of their shares decline by 50%.

Absent a transformational transaction, we believe Mack-Cali shares will
continue to languish, extending this underperformance.

See chart detailing Mack-Cali’s material underperformance against
relevant peer indices over the last several decades.

The Status Quo is Broken; An Exploration of Strategic Alternatives
is Required to Unlock Value
Bow
Street has nominated four highly-qualified, independent directors to
refresh the Board and ensure that transparency, fairness and good
governance prevail over stubborn intransigence. Our
nominees bring unique perspectives and important skills to a Board
desperately in need of independence. Importantly, our nominees also
share a commitment to strong shareholder governance, and have the
fiduciary constitution required to resist Chairman Mack’s legacy of
dismissing value-creative proposals.

If elected, we anticipate our independent nominees will work to ensure a
full exploration of strategic alternatives. A robust auction process for
Mack-Cali should attract a wide swath of buyers given the Company’s
attractive assets, resulting in an outcome far
superior and less risky than entrusting the Company to this Board for
another fifteen years.

Join us in VOTING THE GOLD PROXY CARD
to prioritize Board independence and encourage the Mack-Cali Board to
explore all strategic alternatives to create value for all Mack-Cali
shareholders.

Respectfully,

About Bow Street LLC

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

Important Information

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

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

Disclaimer

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

Contacts

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

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