Equity Commonwealth Announces Voting Results of Special Shareholder Meeting and Payment of Liquidation Preference for Series D Preferred Shares

Rhea-AI Summary

Equity Commonwealth (NYSE: EQC) held a special shareholder meeting where shareholders approved the Plan of Sale and Dissolution of the company and the compensation for named executive officers. The company's Board of Trustees authorized payment of the liquidation preference to Series D Preferred Shares holders, consisting of $25.00 per share plus $0.08576 in accrued dividends, to be paid on December 3, 2024. The Series D Preferred Shares will be suspended from NYSE trading before market open on the payment date, and a Form 25 will be filed to withdraw the listing. All payments will be processed through DTC by Equiniti Trust Company as paying agent.

Positive

• Clear path forward with shareholder approval for company dissolution
• Immediate return of capital to preferred shareholders ($25.00 plus dividends per share)

Negative

• Complete liquidation and dissolution of the company
• Delisting of Series D Preferred Shares from NYSE
• Preferred shareholders will have no further claims to remaining company assets

Insights

Financial Analyst

The approval of EQC's Plan of Sale and Dissolution marks a significant milestone in the company's liquidation process. The $25.00 per share liquidation preference payment plus $0.08576 in accrued dividends for Series D Preferred shareholders represents the final settlement for these securities.

This development has substantial implications for investors. Common shareholders will receive remaining assets after preferred shareholder obligations are met. The delisting of Series D Preferred shares from NYSE and the establishment of a Liquidating Entity indicates the company is entering its final phase of operation.

The market's reaction should focus on the execution efficiency of the liquidation process and potential timeline for remaining asset distribution to common shareholders. The approval of executive compensation packages suggests management incentives are aligned with completing the dissolution process.

CHICAGO--(BUSINESS WIRE)-- Equity Commonwealth (NYSE: EQC) (the “Company”) held a special meeting of shareholders (the “Special Meeting”) today, November 12, 2024. At the Special Meeting, the Company’s shareholders (i) approved the Plan of Sale and Dissolution of the Company (the “Plan of Sale”), including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity, as defined in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2024, and (ii) approved, on a non-binding advisory basis, the compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale. The final voting results for each proposal will be made available in a Current Report on Form 8-K to be filed by the Company with the SEC on or about November 13, 2024.

The Company also announced today that its Board of Trustees authorized payment of the liquidation preference to the holders of shares of the Company’s 6.50% Series D Cumulative Convertible Preferred Shares of beneficial interest, par value $0.01 per share (the “Series D Preferred Shares”) (NYSE: EQCpD). A payment of $25.00 per Series D Preferred Share, plus accrued dividends of $0.08576 per Series D Preferred Share, for the period from November 15, 2024 through December 3, 2024 (the “Payment Date”), will be paid on the Payment Date to shareholders as of the Payment Date, which amount has been set aside for payment. This payment will pay all amounts due and owing the holders of the Company’s Series D Preferred Shares in connection with the previously disclosed shareholder approval of the Plan of Sale and, in accordance with the terms thereof, the Series D Preferred Shares will have no right or claim to any of the remaining assets of the Company.

In conjunction with the planned payment of the liquidation preference, the Series D Preferred Shares will be suspended from the New York Stock Exchange (“NYSE”) before market open on the Payment Date. A Form 25 will be filed with the Securities and Exchange Commission to effect the withdrawal of the listing of the Series D Preferred Shares from the NYSE.

All Series D Preferred Shares are held through the Depository Trust Company ("DTC") and payment for such shares will be made in accordance with the procedures of DTC. Payment to DTC for the Series D Preferred Shares will be made by Equiniti Trust Company, LLC, as paying agent (the "Paying Agent") in the usual manner. The address for the Paying Agent is as follows:

Equiniti Trust Company, LLC
Attn: Corporate Actions Department
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120

Any questions may be directed to the Paying Agent toll-free at (800) 468-9716 or (651) 450-4064.

About Equity Commonwealth

Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT).

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 website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the Company to monitor these distribution channels for material disclosures.

Forward-Looking Statements

This press release may contain forward-looking statements and information within the meaning of the federal securities laws. These statements are based on current expectations, estimates, projections and assumptions made by management. While Equity Commonwealth management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks. Other risks and uncertainties are described under the heading “Risk Factors” in our Annual Report on Form 10-K and subsequent periodic reports filed with the SEC and available on our website, www.eqcre.com. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. Equity Commonwealth assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241112062968/en/

Investor Contact

Bill Griffiths, (312) 646-2801

Source: Equity Commonwealth

FAQ

What did shareholders approve at EQC's special meeting on November 12, 2024?

Shareholders approved the Plan of Sale and Dissolution of the company and the compensation package for named executive officers.

How much will EQC Series D Preferred shareholders receive in liquidation preference?

Series D Preferred shareholders will receive $25.00 per share plus $0.08576 in accrued dividends per share, payable on December 3, 2024.

When will EQC's Series D Preferred Shares be suspended from NYSE trading?

The Series D Preferred Shares will be suspended from NYSE trading before market open on December 3, 2024.