Equity Commonwealth Declares Its Final Cash Liquidating Distribution of $1.60 Per Common Share and Its Plan to Delist from NYSE

Rhea-AI Summary

Equity Commonwealth (EQC) has announced its final cash liquidating distribution of $1.60 per common share, payable on April 22, 2025, to shareholders of record on April 11, 2025. This brings the total liquidating distributions to $20.60 per share, including the previous $19.00 payment made in December.

The company will delist from NYSE with its last trading day on April 21, 2025. Following the final distribution and delisting, EQC will transfer remaining assets and liabilities to a Maryland liquidating trust and deregister with the SEC by Q2 2025. Common shares will convert to beneficial interest units in the liquidating trust on a one-for-one basis, with any future distributions expected to be nominal.

Due to the significant distribution amount, shares will trade with 'due bills' during the Dividend Right Period (April 11-21, 2025). Shareholders selling during this period will transfer their right to receive the final distribution to the buyers.

Positive

• Total liquidating distribution of $20.60 per share provides clear return of capital to shareholders
• Structured and organized wind-down process with clear timeline and procedures

Negative

• Complete dissolution of the company and delisting from NYSE
• Future distributions from liquidating trust expected to be nominal
• Trading complications during due bill period may affect share liquidity

Insights

Financial Analyst

Equity Commonwealth's announcement marks the final chapter in the company's planned dissolution, with a $1.60 per share final cash liquidating distribution. This brings total liquidating distributions to $20.60 per share when combined with the $19.00 paid in December.

The distribution effectively returns all remaining capital to shareholders, as evidenced by the near-perfect alignment between the announced payout ($1.60) and current share price ($1.61). This indicates the market has efficiently priced the stock to reflect this final distribution.

The company has established key dates that shareholders must monitor:

• April 11, 2025: Record date for distribution
• April 22, 2025: Payment date
• April 21, 2025: Final trading day on NYSE

Critical for investors is the "due bills" trading period (April 11-21), during which selling shareholders transfer their right to receive the distribution to buyers. This creates a noteworthy trading dynamic where shares sold during this window do not retain distribution rights.

After the distribution, EQC will transfer remaining assets and liabilities to a Maryland liquidating trust, with shares converting to trust units on a 1:1 basis. The company explicitly states any potential future distributions would be nominal, signaling shareholders should expect $1.60 as the final material payment.

This announcement provides certainty on the timing and mechanics of EQC's exit from public markets, representing the orderly conclusion of its previously disclosed dissolution plan rather than new value creation.

CHICAGO--(BUSINESS WIRE)-- Equity Commonwealth (NYSE: EQC) (the “Company”) announced today that its Board of Trustees has authorized the Company’s final cash liquidating distribution of $1.60 per common share (the “Final Cash Liquidating Distribution”) which will be paid on April 22, 2025 to shareholders of record on April 11, 2025. This brings the aggregate cash liquidating distributions to $20.60 per common share, inclusive of the $19.00 per share paid in December.

The Company also intends to file a Form 25, or Notification of Removal from Listing, with the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) relating to the delisting of the common shares on or about April 11, 2025. The Company’s last day of trading on NYSE will be April 21, 2025. After payment of the Final Cash Liquidating Distribution and delisting from NYSE, the Company will continue the process of winding down, transfer any remaining assets and liabilities to a Maryland liquidating trust and deregister with the SEC, which is likely to occur before the end of the second quarter of 2025. EQC’s common shares will then be converted into beneficial interest units in the liquidating trust, on a one for one basis. Distributions from the liquidating trust, if any, would be nominal.

Because the payment of the Final Cash Liquidating Distribution represents more than 25% of the price of the Company’s common shares, NYSE has advised the Company that its common shares will trade with “due bills” representing an assignment of the right to receive the Final Cash Liquidating Distribution from the record date of April 11, 2025 through the closing of trading on NYSE on April 21, 2025, the last day of trading (this period of time representing the “Dividend Right Period”).

Shareholders who sell their common shares during the Dividend Right Period will be selling their right to the Final Cash Liquidating Distribution, and such shareholders will not be entitled to receive the Final Cash Liquidating Distribution. Due bills obligate a seller of common shares to deliver the Final Cash Liquidating Distribution payable on such common shares to the buyer and holder of the common shares as of the payment date (the “Dividend Right”). The record date of April 11, 2025 will be used as the date for establishing the due bill tracking of the Dividend Right to the holder of common shares.

Due bill obligations are customarily settled between the brokers representing the buyers and the sellers of shares. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Company’s common shares should consult their brokers before trading to be sure they understand the effect of NYSE’s due bill procedures.

The U.S. federal income tax consequences of the cash liquidating distributions, as well as the Plan of Sale and Dissolution of the Company, are summarized in the Definitive Proxy.

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, U.S. Securities and Exchange Commission (“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, including statements relating to the expected tax treatment of distributions, 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/20250401266478/en/

Investor Contact

Bill Griffiths, (312) 646-2801

Source: Equity Commonwealth

FAQ

When will EQC pay its final liquidating distribution of $1.60 per share?

EQC will pay the final liquidating distribution of $1.60 per share on April 22, 2025, to shareholders of record as of April 11, 2025.

What is the total amount of liquidating distributions paid by EQC to shareholders?

The total liquidating distributions amount to $20.60 per share, consisting of $19.00 paid in December and the final $1.60 payment.

When will EQC stock stop trading on the NYSE?

EQC's last trading day on the NYSE will be April 21, 2025, after which the company will delist from the exchange.

What happens to EQC shares after the company delists?

EQC common shares will be converted into beneficial interest units in a Maryland liquidating trust on a one-for-one basis.

How do the 'due bills' affect EQC shareholders during the Dividend Right Period?

Shareholders who sell their shares during April 11-21, 2025, will transfer their right to receive the $1.60 final distribution to the buyers.