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Activist Investor Wins A Mack-Cali Proxy Fight, Which Are All The Rage Among REITs Now

Activist investor Bow Street has prevailed in its proxy fight over the direction of Mack-Cali Realty Corp. All four of the investor's nominees were elected in mid-June to the company's board of directors.


Bow Street, which owns about 4.5% of Mack-Cali's outstanding shares, nominated the four and urged other investors to vote for its slate. Mack-Cali offered seats to only two of the four, countering that Bow Street wanted to force a sale "at any price."

Presumably, under the new board a potential sale is still on the table, or at least a sale of some of the company's assets, though probably not on the same terms as the previous board might have negotiated.

Bow Street became involved in the proxy fight in March, when Mack-Cali rejected a $2.4B takeover bid that would have put the company's suburban office portfolio into a new REIT. It was only one of Bow Street's offers that the REIT rejected. Soon, Mack-Cali formed a committee to explore its options, including a possible sale.

“Shareholders have spoken loudly and presented the company with a clear mandate for change," Bow Street said in a statement. "Now, the real work begins."

In a separate example of investor activism focused on a real estate entity, Land & Buildings Chief Investment Officer Jonathan Litt has publicly taken Hudson's Bay's special committee to task, calling a buyout offer of $1.3B from Executive Chairman Richard Baker "woefully inadequate." 

"Based on our calculations, the Management Buyout Group could apply the entire C$1.5B [$1.12B] to buy out the minority shareholders at C$18/share [$13.48/share], nearly twice the amount of the current offer," Litt wrote.

The move to take Hudson's Bay private isn't the only example of that kind of plan in the department store sector, which hasn't really recovered from the recession as consumer habits change. Last year, members of Nordstrom’s founding family wanted to take the company private, but Nordstrom’s special board committee rejected the offer.

The shareholder group headed by Litt, which owns a 57% stake in the struggling Canadian department store chain, made an offer last week to buy the company for $7.08/share, Reuters reports.

Litt is no stranger to challenging real estate management. Earlier this month, he said he would undertake a proxy fight next year against Taubman Centers if the mall owner doesn’t improve its performance. Litt has long been critical of the way Taubman does things.

Litt said in a letter to shareholders that he would nominate directors at the 2020 meeting unless Taubman makes "meaningful progress."