SL Green Carl Icahn and Harry Macklowe's

Under the terms of its merger agreement with Reckson, SL Green has the option of matching any competing bid. But in a 424B3 filing made last night, SL Green indicated that it has "no intention" to raise its offer to $49 per share. The filing, referring to the competing offer, also confirms that Mack-Cali is now part of that offer and states that its anticipated contribution is $300 million.

"We do not expect any additional offers from other suitors to materialize," say analysts Ross Nussbaum and Charlotte Ng in a report issued today to investors. "If Icahn/Macklowe/Mack-Cali deliver a fully funded offer and SL Green walks away, we assume the merger agreement between [Reckson and] SL Green would be terminated."

If that happens, under the terms of the merger agreement, SL Green would get a breakup fee of $90 million and an expense reimbursement of up to $13 million. "At this stage, we would be surprised if a different outcome were to occur," say analysts Nussbaum and Ng in today's report.

In the wake of these developments, Reckson has rescheduled its shareholder meeting on the merger to December 6. At that meeting, the Icahn and Macklowe group, now with Mack-Cali in the mix, is expected to provide the details of its proposal. Spokespersons for Reckson and SL Green declined to comment, and multiple requests for comment from Mack-Cali were not returned by deadline.

Instant Insights /

Mack-Cali Alters Reckson Equation

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