UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 4, 2021

EQUITY COMMONWEALTH
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

1-9317
 
04-6558834
(Commission File Number)
 
(IRS Employer Identification No.)
     
Two North Riverside Plaza,
Suite 2100, Chicago, IL
 
60606
(Address of Principal Executive Offices)
 
(Zip Code)

(312) 646-2800
(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:

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title Of Each Class
 
 
Trading Symbol
 
 
Name of Each Exchange On Which
Registered
Common Shares of Beneficial Interest
 
EQC
 
New York Stock Exchange
6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest
 
EQCpD
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01
Other Events.
 
On May 4, 2021, Equity Commonwealth (“EQC”), a Maryland real estate investment trust, and Monmouth Real Estate Investment Corporation (“Monmouth”), a Maryland corporation, issued a joint press release announcing the execution of a definitive agreement and plan of merger (the “Merger Agreement”). Pursuant to, and subject to the terms and conditions of, the Merger Agreement, EQC agreed to acquire Monmouth in an all-stock transaction. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
On May 5, 2021, EQC intends to hold its previously announced earnings conference call available to investors and the public to also discuss the proposed merger. Details for accessing the conference call can be found in the press release attached as Exhibit 99.1 hereto. A presentation for reference during such call is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

No Offer or Solicitation
 
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed merger or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 
Additional Information and Where to Find It
 
In connection with the proposed merger, EQC intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) to register the common shares of beneficial interest of EQC to be issued pursuant to the merger. The registration statement will include a prospectus and joint proxy / solicitation statement which will be sent to the common shareholders of EQC and the common shareholders of Monmouth seeking their respective approvals of the merger (the “solicitation statement / prospectus”). EQC may also file other documents regarding the proposed merger with the SEC. This communication is not intended to be, and is not, a substitute for such filings or for any other document that EQC may file with the SEC in connection with the proposed merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND SOLICITATION STATEMENT / PROSPECTUS, WHEN THEY BECOME AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the registration statement and solicitation statement / prospectus and other documents filed with the SEC by EQC through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the solicitation statement / prospectus and other documents filed with the SEC on EQC’s website at www.ir.eqcre.com.
 
Participants in the Solicitation
 
EQC and certain of its trustees and executive officers may be deemed to be participants in the solicitation of proxies from EQC’s shareholders in connection with the proposed merger under the rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of trustees and executive officers of EQC in EQC’s proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on April 27, 2021, as well as in its other filings with the SEC. Other information regarding participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the registration statement on Form S-4, the solicitation statement / prospectus and other relevant materials to be filed with the SEC by EQC regarding the proposed merger (if and when they become available). You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC will also be available free of charge from EQC using the source indicated above.
 

Forward-Looking Statements
 
Some of the statements contained in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements regarding consummating asset sales and the timing thereof. Any forward-looking statements contained in this Current Report on Form 8-K are intended to be made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
 
The forward-looking statements contained in this Current Report on Form 8-K reflect EQC’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances regarding EQC and Monmouth that may cause EQC’s actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation, (i) inability to complete the proposed merger because, among other reasons, one or more conditions to the closing of the proposed merger may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the proposed merger; (iii) potential adverse effects or changes to relationships with EQC’s and/or Monmouth’s tenants, employees, service providers or other parties resulting from the announcement or completion of the proposed merger; (iv) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (v) possible disruptions from the proposed merger that could harm EQC’s or Monmouth’s respective business, including current plans and operations; (vi) unexpected costs, charges or expenses resulting from the proposed merger; (vii) uncertainty of the expected financial performance of EQC following completion of the proposed merger, including the possibility that the benefits anticipated from the proposed merger will not be realized or will not be realized within the expected time period; (viii) legislative, regulatory and economic developments; and (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and epidemics and pandemics, including COVID-19, as well as EQC’s or Monmouth’s management’s response to any of the aforementioned factors. EQC does not guarantee that the mergers and events described will happen as described (or that they will happen at all).
 
While forward-looking statements reflect EQC’s good faith beliefs, they are not guarantees of future performance. EQC disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause EQC’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in EQC’s most recent Annual Report on Form 10-K and in EQC’s Quarterly Reports on Form 10-Q for subsequent quarters.
 
Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
   
Joint Press Release dated May 4, 2021.
   
Investor Presentation, dated May 4, 2021.
   
104
The cover page from this Current Report on form 8-K, formatted in Inline XBRL.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
EQUITY COMMONWEALTH
   
 
By:
/s/ Orrin S. Shifrin
 
Name:
Orrin S. Shifrin
 
Title:
Executive Vice President, General Counsel and Secretary
   
Date: May 5, 2021
 




Exhibit 99.1

Equity Commonwealth to Acquire Monmouth Real Estate for $3.4 Billion

Equity Commonwealth to Transition into the Industrial Sector

Chicago and Holmdel, NJ – May 4, 2021 – Equity Commonwealth (NYSE: EQC) and Monmouth Real Estate Investment Corporation (NYSE: MNR), or Monmouth, today announced that they have entered into a definitive merger agreement by which Equity Commonwealth will acquire Monmouth in an all-stock transaction, valued at approximately $3.4 billion, including the assumption of debt. The combined company is expected to have a pro forma equity market capitalization of approximately $5.5 billion.

Under the terms of the agreement, Monmouth shareholders will receive 0.67 shares of Equity Commonwealth stock for every share of Monmouth stock they own. Based on the closing price for Equity Commonwealth on May 4, 2021, this represents approximately $19.40 per Monmouth share. The merger agreement provides for Monmouth to declare and pay one additional regular quarterly common stock dividend of $0.18 per share without Equity Commonwealth paying a corresponding common dividend to its shareholders. Accordingly, the total consideration to be received by the Monmouth shareholders in the transaction is $19.58 per Monmouth share.

Equity Commonwealth and Monmouth shareholders are expected to own approximately 65% and 35%, respectively, of the pro forma company following the close of the transaction.

The transaction provides Equity Commonwealth with a high-quality, net-leased industrial business with stable cash flows while preserving EQC’s balance sheet capacity for future acquisitions,” said Sam Zell, Chairman of the Board of Equity Commonwealth.

Monmouth provides an attractive and scalable platform,” said David Helfand, President, Chief Executive Officer and Trustee of Equity Commonwealth. “With significant cash and balance sheet capacity, we have the ability to grow the platform and create long-term value for shareholders.”

Monmouth’s portfolio is comprised of 120 properties totaling 24.5 million square feet.1 In addition, Monmouth has 6 properties totaling 1.8 million square feet under contract and leased to investment grade tenants. Closings for these acquisitions are expected in 2021 and 2022.

Following a strategic alternatives process, our Board unanimously determined that the merger with Equity Commonwealth is the best outcome to maximize value for Monmouth stockholders,” said Michael P. Landy, President and CEO of Monmouth. “Our stockholders will benefit from Equity Commonwealth’s preeminent leadership team, which has an exceptional track record of delivering shareholder value, its strong balance sheet and its focused strategy to build on Monmouth’s over 50 years of success creating a market leading industrial REIT.”


1 As of March 31, 2021 and reflects the sale of the 60,400 square foot building located in Carlstadt (New York, NY), NJ for $13.0 million on April 15, 2021.

1

Strategic and Financial Rationale


Attractive entry point into a fast-growing sector with robust long-term fundamentals. The transaction provides the companies’ shareholders the opportunity to build a leading industrial business and participate in the long-term growth of the sector.


Balance of scale, stability and growth. The income stability of the portfolio, coupled with Equity Commonwealth’s sponsorship and strong balance sheet, is expected to provide the combined company with stable recurring cash flows and significant dry powder for future acquisitions.


High-quality properties. The portfolio consists of single tenant, net-leased industrial assets, geographically located across 31 states with a focus on the Eastern United States. Many properties are near airports, seaports, transportation hubs, and situated within or near major population centers, positioning the portfolio well to serve both the first and last mile of the supply chain. With a weighted average building age of 9.9 years, much of the portfolio consists of Class A logistics facilities, featuring modern specs and building features.


Fully-funded growth strategy. Equity Commonwealth is well-positioned to execute on its growth strategy, which is not dependent on raising additional debt or equity capital. Upon closing of the acquisition, Equity Commonwealth is expected to have approximately $2.5 billion of pro forma cash on the balance sheet. Further, Equity Commonwealth plans to dispose of its four office properties totaling 1.5 million square feet and Monmouth’s portfolio of marketable securities over time and reinvest the proceeds in future acquisitions.


Improved leverage. Post-merger shareholders are expected to benefit from an improved leverage profile. Equity Commonwealth expects to pay $25 per share plus accrued distributions to cash out Monmouth’s $550 million 6.125% Series C Redeemable Preferred Stock in connection with the merger. This is anticipated to create immediate savings of approximately $34 million per annum.  Equity Commonwealth has a conservative financing strategy and anticipates long-term leverage targets to be in line with the industrial REIT sector.


Increased diversification over time.  For the three months ending March 31, 2021, Monmouth’s largest tenant accounts for 55% of Monmouth’s annual rent. Equity Commonwealth plans to diversify its tenant base and industry concentrations as the portfolio grows.

Leadership and Governance

Strong corporate governance will continue to be paramount at Equity Commonwealth. The company will continue to be led by President and Chief Executive Officer David Helfand and the existing senior management team. Upon closing, the number of trustees on Equity Commonwealth’s board will be expanded to 10, with two individuals designated by Monmouth’s board.  Sam Zell will remain the Chairman of the Board of Trustees.

2

Dividend Policy

Monmouth plans to continue to pay its regular quarterly common stock dividend and its Series C Cumulative Redeemable Preferred Stock dividend between signing and closing of the transaction.

Equity Commonwealth expects to begin paying a quarterly dividend after the transaction has closed. The Board of Trustees will determine the timing and amount of the dividend.

Transaction Timing & Approval

The transaction is expected to close during the second half of 2021, subject to customary closing conditions, including approval by the common shareholders of both Equity Commonwealth and Monmouth.

The Board of Trustees of Equity Commonwealth and the Board of Directors of Monmouth Real Estate have each unanimously approved the transaction.

Advisors

Goldman Sachs & Co. LLC is acting as financial advisor and Fried, Frank, Harris, Shriver and Jacobson LLP is serving as legal advisor to Equity Commonwealth. J.P. Morgan Securities LLC and CS Capital Advisors, LLC are acting as financial advisors and Stroock & Stroock & Lavan LLP is serving as legal advisor to Monmouth.

Conference Call Information

Equity Commonwealth will host a webcast and conference call to discuss the transaction on Wednesday, May 5, 2021, at 9:00 A.M. CT. The conference call will be available via live audio webcast on www.eqcre.com. A replay of the audio webcast will also be available following the call. To access the call via telephone, use (877) 407-9039 (Domestic) or (201) 689-8470 (International), no passcode is required.

An investor presentation will be available on Equity Commonwealth’s investor relations page at ir.eqcre.com/corporate-profile/.

About Equity Commonwealth

Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT) with commercial office properties in the United States. EQC’s portfolio is comprised of 4 properties totaling 1.5 million square feet.

About Monmouth

Monmouth Real Estate Investment Corporation (NYSE: MNR), founded in 1968, is one of the oldest public equity REITs in the world. Monmouth specializes in single tenant, net-leased industrial properties, subject to long-term leases, primarily to investment grade tenants. Monmouth is a fully integrated and self-managed real estate company, whose property portfolio consists of 120 properties, containing a total of approximately 24.5 million rentable square feet, geographically diversified across 31 states.

Regulation FD Disclosures

We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our websites. We routinely post important information on our websites at www.eqcre.com and www.mreic.reit, including information that may be deemed to be material.  We encourage investors and other interested parties to monitor these distribution channels for material disclosures.

3

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed merger or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed merger, Equity Commonwealth intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) to register the common shares of Equity Commonwealth to be issued pursuant to the merger. The registration statement will include a prospectus and joint proxy / solicitation statement which will be sent to the common shareholders of Equity Commonwealth and the common shareholders of Monmouth seeking their respective approvals of the merger (the “solicitation statement / prospectus”).  Equity Commonwealth and  Monmouth  may  also  file  other  documents  regarding the proposed merger with the SEC. This communication is not intended to be, and is not, a substitute for such filings or for any other document that Equity Commonwealth and/or Monmouth may file with the SEC in connection with the proposed merger. Shareholders are urged to read the solicitation statement/prospectus, as well as any amendment or supplement thereto and any other relevant documents filed with the SEC in connection with the proposed merger, when they become available, because they will contain important information about Equity Commonwealth, Monmouth and the proposed mergers.  Investors and security holders will be able to obtain free copies of the registration statement and solicitation statement / prospectus and other documents filed with the SEC, when they become available, through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC will also be available free of charge from Equity Commonwealth and Monmouth using the sources indicated below.

Participants in the Solicitation

Equity Commonwealth and Monmouth and certain of their respective directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in connection with the proposed merger under the rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of directors and executive officers of Equity Commonwealth in Equity Commonwealth’s proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 27, 2021, as well as in its other filings with the SEC. Information about Monmouth’s directors and executive officers is available in Monmouth’s Annual Report on Form 10-K for Monmouth’s fiscal year ended September 30, 2020, filed with the SEC on November 23, 2020, and in other documents filed by Monmouth with the SEC. Other information regarding participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the registration statement on Form S-4, the solicitation statement / prospectus and other relevant materials to be filed with the SEC regarding the proposed merger (if and when they become available). You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC will also be available free of charge from Equity Commonwealth and Monmouth using the sources indicated below.

4

Forward-Looking Statements

Some of the statements contained in this press release constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements regarding consummating the merger, asset sales and other transactions described herein and the timing thereof. Any forward-looking statements contained in this press release are intended to be made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
 
The forward-looking statements contained in this press release reflect Equity Commonwealth’s and Monmouth’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances regarding Equity Commonwealth and Monmouth that may cause actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation, (i) inability to complete the proposed merger because, among other reasons, one or more conditions to the closing of the proposed merger may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the proposed merger; (iii) potential adverse effects or changes to relationships with Equity Commonwealth’s or Monmouth’s respective tenants, employees, service providers or other parties resulting from the announcement or completion of the proposed merger; (iv) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (v) possible disruptions from the proposed merger that could harm Equity Commonwealth’s or Monmouth’s respective business, including current plans and operations; (vi) unexpected costs, charges or expenses resulting from the proposed merger; (vii) uncertainty of the expected financial performance of Equity Commonwealth following completion of the proposed merger, including the possibility that the benefits anticipated from the proposed merger will not be realized or will not be realized within the expected time period; (viii) legislative, regulatory and economic developments; and (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and epidemics and pandemics, including COVID-19, as well as Equity Commonwealth’s or Monmouth’s management’s response to any of the aforementioned factors. These factors should not be construed as exhaustive and should be read in conjunction with other risk factors and cautionary statements that are included in Equity Commonwealth’s and Monmouth’s SEC filings. Equity Commonwealth and Monmouth do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

While forward-looking statements reflect good faith beliefs, they are not guarantees of future performance. Equity Commonwealth and Monmouth disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

5

Contacts

Equity Commonwealth - Investors & Media
Sarah Byrnes
(312) 646-2801
ir@eqcre.com

Monmouth - Investors
Becky Coleridge
(732) 577-9996
mreic@mreic.com

Monmouth -  Media
Andrew Siegel / Jim Golden
Joele Frank
(212) 355-4449

6


Exhibit 99.2

 Equity Commonwealth to AcquireMonmouth Real Estate Investment Corporation  Merger Investor PresentationMay 4, 2021   
 

 Forward-Looking Statements Some of the statements contained in this presentation constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements regarding consummating asset sales and the timing thereof. Any forward-looking statements contained in this presentation are intended to be made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in this presentation reflect the current views of Equity Commonwealth (NYSE: EQC) about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances regarding EQC and Monmouth Real Estate Investment Corporation (NYSE: MNR) that may cause EQC’s actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation, (i) inability to complete the proposed merger because, among other reasons, one or more conditions to the closing of the proposed merger may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the proposed merger; (iii) potential adverse effects or changes to relationships with EQC’s and/or MNR’s tenants, employees, service providers or other parties resulting from the announcement or completion of the proposed merger; (iv) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (v) possible disruptions from the proposed merger that could harm EQC’s or MNR’s respective business, including current plans and operations; (vi) unexpected costs, charges or expenses resulting from the proposed merger; (vii) uncertainty of the expected financial performance of EQC following completion of the proposed merger, including the possibility that the benefits anticipated from the proposed merger will not be realized or will not be realized within the expected time period; (viii) legislative, regulatory and economic developments; and (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and epidemics and pandemics, including COVID-19, as well as EQC’s or MNR’s management’s response to any of the aforementioned factors. EQC does not guarantee that the transactions and events described will happen as described (or that they will happen at all). While forward-looking statements reflect EQC’s good faith beliefs, they are not guarantees of future performance. EQC disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause EQC’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the EQC’s most recent Annual Report on Form 10-K and in EQC’s Quarterly Reports on Form 10-Q for subsequent quarters.No Offer or SolicitationThis presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.  Important Information 
 

 Transaction Overview  Strategic Platform for Equity Commonwealth to Transition into the Industrial Real Estate Sector  Transaction Details  All-stock acquisition by Equity Commonwealth (“EQC”) of Monmouth Real Estate Investment Corporation (“Monmouth”) (the “Transaction”)Monmouth common shareholders receive 0.67 of a share of Equity CommonwealthImplied transaction value of $3.4 billion1 Combined equity market capitalization of approximately $5.5 billion and total capitalization of $6.5 billion1 Pro forma ownership of approximately 65% EQC / 35% Monmouth  Management & Governance  EQC board and management team to continue to lead the combined companyNo change in name, trading venue and headquarters of EQCMonmouth to designate two individuals to join EQC’s Board of Trustees; EQC will have 10 total board members2Sam Zell – Chairman of the Board and David Helfand – President and Chief Executive Officer will continue to lead EQC  Timing & Approvals  Transaction is expected to close in 2H 2021, subject to customary closing conditions Required approvals include (i) a majority of votes cast by EQC shareholders and (ii) two-thirds of the outstanding common shares of Monmouth  1 Based on EQC closing price of $28.95 on May 4,2021.2 As disclosed in the proxy filed on April 27, 2021, EQC’s board will be reduced from the current 11 to 8 in June 2021, following its annual shareholder meeting.  Dividends  Monmouth to continue paying its current common dividend of $0.18 per share up to and prior to closing of the TransactionEQC anticipates paying a quarterly dividend post closing of the Transaction; timing and amount will be determined by the Board 
 

 Attractive entry point into a fast-growing sector with robust long-term fundamentals – opportunity to build a leading industrial business and participate in the long-term growth of the sector  Strategic Rationale  The Transaction Provides Shareholders the Opportunity for Long-Term Value Creation in the Industrial Sector  1  Balance of scale, stability and growth – shareholders expected to benefit from the stable recurring cash flows from the portfolio and the balance sheet strength of EQC which provides significant dry powder for future acquisitions  2  Increased diversification over time – Monmouth’s largest tenant represents 55% of annual rent; EQC plans to diversify its tenant base and industry concentrations as the portfolio grows  Fully funded growth strategy – growth strategy is not dependent on raising additional debt or equity capital since EQC is expected to have approximately $2.5 billion of balance sheet cash after closing of the Transaction  High-quality properties – modern portfolio located in major Eastern U.S. population centers with many properties near airports, seaports, and transportation hubs, positioning the portfolio to serve both the first mile and last mile of the supply chain   4  3  5 
 

   Source: Monmouth filings. Information as of March 31, 2021 unless otherwise stated.1 As of March 31, 2021 and excludes the 60,400 SF Carlstadt, property which was sold on April 15, 2021.  Monmouth Portfolio at March 31, 2021  High Quality National Portfolio Supported by Investment Grade Tenants  Focus on major U.S. population centers in eastern U.S   # of Properties1  120  # of States1  31  Total Square Feet (million SF)1  24.5  Average Size (SF)1  204K  Occupancy   99.7%  Investment Grade Tenants as % of Rent1  83%  Rent from Fedex as % of Total Rent   55%  Weighted Average Rent Per SF  $6.51  Weighted Average Lease Term  7.4 years  Average Building Age1  9.9 years   Monmouth LQA NOI ($ million)  $155  Portfolio Summary  Geographic Overview  Blue-Chip Tenants  Blue-chip tenant base includes Fedex, Amazon, Anheuser-Busch, Beam Suntory, Coca-Cola, Home Depot, International Paper, Shaw Industries, Sherwin-Williams, Siemens, Toyota, and UPS 
 

 8 parking expansion projects currently underwayTotal expected cost of $31 millionProjects expected to capture additional rent and extend duration of existing leases    6 build-to-suit projects Approximately 1.8 million total SFTotal purchase price of $238 million$14 million of annual rent100% net leased to investment grade tenantsWeighted average lease term of 13.5 years  6 properties acquired in the since the beginning of 20201.8 million total SFTotal purchase price of $264 millionAnnual rent of $16 million100% net leased to investment grade tenants  Significant balance sheet capacity for future acquisitionsIn discussions to expand the parking at additional locations Properties contain ample land that may accommodate future expansion projectsPortfolio land-to-building ratio of 5:1FedEx properties land-to-building ratio of 6:1          Source: Monmouth filings. Information as of March 31, 2021 unless otherwise stated.  Stable In-Place Cash Flows and Growth Opportunities  Monmouth’s Contracted Acquisitions and Expansions  Contracted Acquisitions  Potential Acquisitions & Future Expansions    Parking Expansion Projects in Progress  Run-Rate Impact from Recent Acquisitions     
 

 Go Forward Business Strategy  Well Positioned to Execute on Growth Strategy to Create Long Term Value for Shareholders  Target Acquisitions  Focus on high-quality industrial assets in markets across the US supported by strong demand$2.5 billion of pro forma balance sheet cashAdditional acquisition capacity from sale of office properties and marketable securities portfolio   Dividend Policy  EQC anticipates paying a quarterly dividend post closing of the TransactionThe timing and amount of the dividend will be determined by the Board of Trustees  Capital Structure   Long-term leverage target in line with the industrial REIT sectorEQC expects to pay $25 per share plus accrued distributions to cash-out Monmouth’s Series C Redeemable Preferred Stock in connection with the merger  Synergies  Savings from cash-out of Monmouth’s Series C Redeemable Preferred StockPro forma G&A expected to be in-line with current EQC after transition period 
 

   Note: As of March 31, 2021 unless otherwise noted.1 Fully diluted basis. EQC share count includes common stock, LTIP Units, OP Units, and unvested stock awards. Monmouth share count includes common stock, restricted share awards, and stock options which will be accelerated at closing of the Transaction. For illustrative purposes, number of options calculated based on EQC closing price of $28.95 on May 4,2021.2 The merger agreement provides for Monmouth to declare and pay one additional regular quarterly common stock dividend of $0.18 per share without Equity Commonwealth paying a corresponding common dividend to its shareholders.3 Includes value of Monmouth’s securities portfolio of $132 million as of March 31, 2021.4Reflects the cash-out of Monmouth’s Series C Redeemable Preferred Stock in connection with the transaction.  (In millions, unless otherwise stated)  EQC  Monmouth  Combined4  Total shares and units1  123.4   98.6   189.4              Equity Market Capitalization1,2  $ 3,571   $ 1,913   $ 5,484   Debt  0   941   941   Preferred Equity  119   550   119   Total Market Capitalization  $ 3,690   $ 3,404   $ 6,544               Cash and Marketable Securities3  $ 2,971   $ 151  $ 2,459   Net Debt / (Cash)  (2,971)  790   (1,518)  Total Debt as a % of Total Market Capitalization  0.0 %  27.7 %  14.4 %  Total Debt + Preferred as a % of Total Market Capitalization  3.2 %  43.8 %  16.2 %  Pro Forma Capitalization  Post Transaction, EQC Will Have Approximately $2.5 Billion of Cash to Fund Potential Acquisitions