Enhanced Application with 0.713x Barter Arrangement and Advantage to Accept Cash
Offers Monmouth Shareholders a Accumulated of Authoritativeness and Befalling for Approaching Upside
Total Amount Represents 23.1% Exceptional Over Monmouth’s 30-Day Boilerplate Artless Trading Amount as of December 18, 2020
Shareholders Apprenticed to Vote “FOR” the Adapted Transaction on the WHITE Proxy Card
CHICAGO & HOLMDEL, N.J., August 16, 2021–(BUSINESS WIRE)–Equity Commonwealth (NYSE: EQC) and Monmouth Absolute Acreage Advance Corporation (NYSE: MNR), or Monmouth, today appear that they accept entered into an alteration to the absolute alliance acceding (as amended, the “Merger Agreement”) amid the two companies. Beneath the acceding of the Alliance Agreement, Disinterestedness Commonwealth revised its action to pay a absolute amount of $19.00 per allotment in a accumulated of banknote and banal at the acclamation of Monmouth shareholders and based on EQC’s closing amount of $26.65 per allotment on August 13, 2021. Absolute application for the transaction is $3.4 billion, including the acceptance of $857 actor of mortgage debt, and the claim of the $550 actor of Monmouth’s 6.125% Series C Redeemable Preferred Banal and Monmouth’s outstanding band of acclaim and appellation loan.
The new banknote basic provides greater authoritativeness of amount and an befalling for clamminess for Monmouth’s shareholders. The revised action increases the barter arrangement from 0.67x to 0.713x, apery a 6.4% exceptional over the antecedent all-stock action and a 23.1% appraisal exceptional to Monmouth’s 30-day boilerplate artless trading amount as of December 18, 2020.
“Our revised action provides Monmouth shareholders with the advantage to accept to accept application in cash, but additionally provides a tax-deferred advantage to abide invested in the approaching upside of our business,” said David Helfand, President, Chief Controlling Officer and Trustee of Disinterestedness Commonwealth. “We will abide to accept cogent antithesis area capacity, of over $4 billion, for approaching automated investments.”
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Monmouth shareholders will accept the advantage to accept to receive, for anniversary Monmouth accepted share, either (i) $19.00 of banknote or (ii) 0.713 shares of EQC stock. Pursuant to the acceding of the Alliance Agreement, the accumulated banknote application will be $641 actor and the transaction will aftereffect in the arising of 46.2 actor EQC accepted shares. In the accident Monmouth shareholders, in the aggregate, accept to accept in antithesis of $641 actor in banknote or 46.2 actor EQC shares, the banknote and banal application will become accountable to proration. Depending on the admeasurement of proration, a Monmouth actor electing the banknote application will accept no beneath than $6.50 in banknote for anniversary Monmouth accepted allotment with the antithesis paid in EQC accepted shares. A Monmouth actor electing the banal application will accept no beneath than 0.469 shares of EQC accepted shares, apery a amount of $12.50 per allotment based on EQC’s closing allotment amount of $26.65 on August 13, 2021, with the antithesis paid in cash.
“Over Monmouth’s added than 50-year history, and decidedly over the aftermost several months as allotment of our able-bodied cardinal alternatives process, Monmouth’s Board and administration aggregation accept auspiciously maximized amount for shareholders,” said Michael P. Landy, President and CEO of Monmouth. “The Monmouth Board is admiring to absolutely abutment this bigger transaction, which provides greater amount and optionality to abode the preferences of our assorted actor base. With this revised agreement, Monmouth shareholders will accept the advantage to accept a superior, absolute banknote premium, or tax-efficient disinterestedness application enabling them to participate in the amount and banknote breeze upside of the accumulated platform. We are assured that calm with EQC, our accumulated aggregation will be a bazaar arch automated REIT well-positioned for acceptable advance and abiding amount creation.”
The revised transaction structure, with the arising of beneath EQC accepted shares, is accepted to aftereffect in cogent advance in per allotment balance metrics for the accumulated aggregation as compared to balance beneath the aboriginal all-stock transaction. In addition, the allotment per allotment is accepted to be college beneath the revised transaction due to beneath EQC accepted shares outstanding column transaction. It is advancing that the transaction will be tax-deferred to Monmouth accepted shareholders to the admeasurement they accept accepted banal as consideration. In affiliation with the revised offer, the abortion fee will access by about $10 actor to $72 million.
Equity Commonwealth and Monmouth shareholders are accepted to own about 73% and 27%, respectively, of the pro forma aggregation afterward the abutting of the transaction.
Transaction Timing & Approval
The Board of Trustees of Disinterestedness Commonwealth and the Board of Admiral of Monmouth Absolute Acreage accept anniversary absolutely accustomed the adapted Alliance Agreement.
The basic appropriate affairs of EQC shareholders and MNR shareholders ahead appointed to be captivated on August 24, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively, accept been rescheduled for August 31, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively. MNR shareholders adulatory to participate in the alive webcast of the MNR Appropriate Affair allegation pre-register at www.cesonlineservices.com/mnr21_vm by 11:00 a.m., Eastern Time, on August 30, 2021.
Both Monmouth and EQC shareholders are encouraged to abide a WHITE proxy agenda or voting apprenticeship anatomy to vote their accepted shares as promptly as possible. For specific instructions on how to vote shares, amuse analysis the applicative instructions that are set alternating in the collective proxy statement/prospectus. Shareholders who accept questions about the alliance or how to abide their proxy, should acquaintance EQC’s proxy adviser D.F. King & Co., Inc., at (877) 783-5524 or Monmouth’s proxy solicitor, Okapi Partners LLC, at (877) 796-5274.
Common shareholders of Disinterestedness Commonwealth and Monmouth will anon accept an alteration to the collective proxy statement/prospectus which will accommodate important advice about the adapted Alliance Agreement. In addition, Monmouth shareholders will alone accept an acclamation anatomy to accredit them to announce the anatomy of application they ambition to accept for their Monmouth shares. Monmouth shareholders who do not announce a alternative will be accounted to accept adopted to accept EQC accepted shares. The borderline for banknote or banal elections by Monmouth accepted shareholders will be 5 p.m., Eastern Time, on September 9, 2021. Regardless of their acclamation apropos banknote or banal consideration, shareholders are encouraged to abide a WHITE proxy agenda or voting apprenticeship anatomy to vote their accepted shares as promptly as possible.
The transaction is currently accepted to abutting September 9, 2021, accountable to accepted closing conditions, including approval by the accepted shareholders of both Disinterestedness Commonwealth and Monmouth.
Advisors
Goldman Sachs & Co. LLC is acting as banking adviser and Fried, Frank, Harris, Shriver and Jacobson LLP is confined as acknowledged adviser to Disinterestedness Commonwealth. J.P. Morgan Balance LLC and CS Capital Advisors, LLC are acting as banking admiral and Stroock & Stroock & Lavan LLP is confined as acknowledged adviser to Monmouth.
About Disinterestedness Commonwealth
Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised absolute acreage advance assurance (REIT) with bartering appointment backdrop in the United States. EQC’s portfolio is comprised of 4 backdrop accretion 1.5 actor aboveboard feet.
About Monmouth
Monmouth Absolute Acreage Advance Corporation (NYSE: MNR), founded in 1968, is one of the oldest accessible disinterestedness REITs in the world. Monmouth specializes in distinct tenant, net-leased automated properties, accountable to abiding leases, primarily to advance brand tenants. Monmouth is a absolutely chip and self-managed absolute acreage company, whose acreage portfolio consists of 121 properties, absolute a absolute of about 24.7 actor rentable aboveboard feet, geographically adapted beyond 32 states.
Regulation FD Disclosures
We use any of the afterward to accede with EQC and MNR acknowledgment obligations beneath Regulation FD: columnist releases, SEC filings, accessible appointment calls, or EQC and MNR websites. We commonly column important advice on our websites at www.eqcre.com and www.mreic.reit, including advice that may be accounted to be material. We animate investors and added absorbed parties to adviser these administration channels for absolute disclosures.
No Action or Solicitation
This advice is not advised to and does not aggregate an action to advertise or the address of an action to buy, advertise or accost any balance or any proxy, vote or approval in any administration pursuant to or in affiliation with the proposed alliance or otherwise, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No action of balance shall be accounted to be fabricated except by agency of a advertisement affair the requirements of Section 10 of the Balance Act of 1933, as amended.
Additional Advice and Where to Find It
In affiliation with the proposed merger, EQC has filed a allotment account on Anatomy S-4 with the SEC, which became able on July 23, 2021, to annals the accepted shares of benign absorption of EQC to be issued pursuant to the alliance with Monmouth Absolute Acreage Advance Corporation (“MNR”). The allotment account includes a collective proxy statement/prospectus which has been filed by EQC and MNR with the SEC and has been beatific to the accepted shareholders of EQC gluttonous their approval of the allotment arising and to the accepted shareholders of MNR gluttonous their approval of the alliance (the “joint proxy statement/prospectus”). EQC and MNR intend to book with the SEC and accelerate to their corresponding accepted shareholders an alteration to the collective proxy statement/prospectus anecdotic the adapted acceding of the merger. EQC and MNR may additionally book added abstracts apropos the proposed alliance and allotment arising with the SEC. Shareholders are apprenticed to apprehend the collective proxy statement/prospectus and the alteration thereto, as able-bodied as any added alteration or supplement thereto and any added accordant abstracts filed with the SEC in affiliation with the proposed merger, back they become available, because they will accommodate important advice about EQC, Monmouth and the proposed mergers. Investors and aegis holders will be able to access chargeless copies of the allotment account and collective proxy statement/prospectus and added abstracts filed with the SEC, back they become available, through the website maintained by the SEC at www.sec.gov. Copies of abstracts filed with the SEC will additionally be accessible chargeless of allegation from EQC and Monmouth application the sources adumbrated below.
Participants in the Solicitation
Equity Commonwealth and Monmouth and assertive of their corresponding admiral and controlling admiral and added advisers may be accounted to be participants in the address of proxies in affiliation with the proposed alliance beneath the rules of the SEC. Investors may access advice apropos the names, affiliations and interests of admiral and controlling admiral of Disinterestedness Commonwealth in Disinterestedness Commonwealth’s proxy account for its 2021 anniversary affair of shareholders, which was filed with the SEC on April 27, 2021, as able-bodied as in its added filings with the SEC. Advice about Monmouth’s admiral and controlling admiral is accessible in Monmouth’s Anniversary Report on Anatomy 10-K for Monmouth’s budgetary year concluded September 30, 2020, filed with the SEC on November 23, 2020, and in added abstracts filed by Monmouth with the SEC. Added advice apropos participants in the proxy address and a description of their absolute and aberrant interests, by aegis backing or otherwise, is included in the allotment account on Anatomy S-4, the address account / advertisement and added accordant abstracts filed or to be filed with the SEC apropos the proposed alliance (if and back they become available). You may access chargeless copies of these abstracts at the SEC’s website at www.sec.gov. Copies of abstracts filed with the SEC will additionally be accessible chargeless of allegation from Disinterestedness Commonwealth and Monmouth application the sources adumbrated below.
Forward-Looking Statements
Some of the statements independent in this columnist absolution aggregate advanced statements aural the acceptation of the federal balance laws, including, but not bound to, statements apropos consummating the merger, asset sales and added affairs declared herein and the timing thereof. Any advanced statements independent in this columnist absolution are advised to be fabricated pursuant to the safe anchorage accoutrement of Section 21E of the Balance Barter Act of 1934, as amended. Advanced statements chronicle to expectations, beliefs, projections, approaching affairs and strategies, advancing contest or trends and agnate expressions apropos affairs that are not absolute facts. In some cases, you can analyze advanced statements by the use of advanced analogue such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or the abrogating of these words and phrases or agnate words or phrases which are predictions of or announce approaching contest or trends and which do not chronicle alone to absolute matters. You can additionally analyze advanced statements by discussions of strategy, affairs or intentions.
The advanced statements independent in this columnist absolution reflect Disinterestedness Commonwealth’s and Monmouth’s accepted angle about approaching contest and are accountable to abundant accepted and alien risks, uncertainties, assumptions and changes in affairs apropos Disinterestedness Commonwealth and Monmouth that may account absolute after-effects to alter decidedly from those bidding in any advanced statement, including, after limitation, (i) disability to complete the proposed alliance because, amid added reasons, one or added altitude to the closing of the proposed alliance may not be annoyed or waived; (ii) ambiguity as to the timing of achievement of the proposed merger; (iii) abeyant adverse furnishings or changes to relationships with Disinterestedness Commonwealth’s or Monmouth’s corresponding tenants, employees, account providers or added parties consistent from the advertisement or achievement of the proposed merger; (iv) the aftereffect of any acknowledged affairs that may be instituted adjoin the parties and others accompanying to the alliance agreement; (v) accessible disruptions from the proposed alliance that could abuse Disinterestedness Commonwealth’s or Monmouth’s corresponding business, including accepted affairs and operations; (vi) abrupt costs, accuse or costs consistent from the proposed merger; (vii) ambiguity of the accepted banking achievement of Disinterestedness Commonwealth afterward achievement of the proposed merger, including the achievability that the allowances advancing from the proposed alliance will not be accomplished or will not be accomplished aural the accepted time period; (viii) legislative, authoritative and bread-and-butter developments; and (ix) alternation and severity of adverse events, including, but not bound to, acts of terrorism, beginning of war or hostilities and epidemics and pandemics, including COVID-19, as able-bodied as Disinterestedness Commonwealth’s or Monmouth’s management’s acknowledgment to any of the above factors. These factors should not be construed as all-embracing and should be apprehend in affiliation with added accident factors and cautionary statements that are included in Disinterestedness Commonwealth’s and Monmouth’s SEC filings. Disinterestedness Commonwealth and Monmouth do not agreement that the affairs and contest declared will appear as declared (or that they will appear at all).
While advanced statements reflect acceptable acceptance beliefs, they are not guarantees of approaching performance. Disinterestedness Commonwealth and Monmouth abandon any obligation to about amend or alter any advanced account to reflect changes in basal assumptions or factors, of new information, abstracts or methods, approaching contest or added changes.
View antecedent adaptation on businesswire.com: https://www.businesswire.com/news/home/20210816005225/en/
Contacts
Equity Commonwealth – Investors & MediaSarah Byrnes(312) 646-2801ir@eqcre.com
Monmouth – InvestorsBecky Coleridge(732) 577-9996mreic@mreic.com
Monmouth – MediaAndrew Siegel / Kara BrickmanJoele Frank(212) 355-4449
How To Write An Amendment To A Real Estate Contract – How To Write An Amendment To A Real Estate Contract
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