|Over a month ago|
Equity Commonwealth reports Q3 normalized FFO (1c), consensus 0c » 16:3110/2710/27/21
Reports Q3 revenue…
Reports Q3 revenue $13.88M vs. $16.49M last year.
Equity Commonwealth downgraded to Underperform from Neutral at BofA » 06:1810/0410/04/21
BofA analyst James…
BofA analyst James Feldman downgraded Equity Commonwealth to Underperform from Neutral with an unchanged $28 price target. The analyst calls the stock a "mismatch" given the "yield and growth" focus of the current market environment.
Blackwells calls on Monmouth Real Estate to schedule annual meeting » 09:0209/1009/10/21
Blackwells Capital, an…
Blackwells Capital, an alternative investment management firm owning 4.36% of the common stock of Monmouth Real Estate Investment Corporation (MNR), commented on the results of the Special Meeting of Monmouth Shareholders in which Monmouth shareholders overwhelmingly opposed the proposed merger with Equity Commonwealth (EQC). Jason Aintabi, CIO of Blackwells, said: "Monmouth's Board empaneled a conflicted Board committee to run its so-called strategic alternatives process, and then negotiated and endorsed a deal that was so obviously and grossly inadequate that, when it was put up for a vote, shareholders rejected it by a wider margin than any M&A transaction this century. In so doing, this Board has cemented its standing as abjectly unfit to properly serve the interests of shareholders. At the direction of the Landy family, the Board entered into a flawed deal and unanimously authorized the spending of tens of millions of shareholder dollars to support and advocate enthusiastically for it. Despite the Board's best efforts to serve the tax and employment interests of the Landy family, the transaction was rejected by both major proxy advisory firms and nearly every active investment manager. If there were any doubts about the distain the Board has for public shareholders and their interests, or the unwavering loyalty the directors have to their benefactors in the Landy family, this sad and expensive episode has put those doubts to rest. There can be no question but that this Board does not understand or appreciate the value of Monmouth or the will or views of its public shareholders. Monmouth has not held an annual shareholder meeting in 16 months. The time has come for the Monmouth Board to schedule the long overdue annual meeting of Monmouth shareholders. The Board has failed shareholders and it is time for shareholders to hold it, and especially the Landy family, accountable. We intend maintain our effort to install experienced, independent directors who are committed to running a proper strategic alternatives process and to governing Monmouth in a manner that benefits all shareholders. Meanwhile, this Board should take no actions or attempt any self-refreshment or claim any new enlightened perspective on Board composition or governance. The Board has had its chance to run its game plan and the scorecard is clear."
|Over a quarter ago|
Equity Commonwealth announces termination of Monmouth merger agreement » 13:2008/3108/31/21
Equity Commonwealth (EQC)…
Equity Commonwealth (EQC) announced that its shareholders approved the proposals in connection with the proposed merger with Monmouth Real Estate Investment Corporation (MNR), or Monmouth. Earlier today, Monmouth announced it did not receive the requisite shareholder support for the merger proposal at its special shareholder meeting. As a result, Equity Commonwealth has terminated the merger agreement and has requested reimbursement of fees and expenses pursuant to its terms. "While we are disappointed with the results of Monmouth's shareholder vote, we are proud of the efforts of the EQC team throughout the process," said David Helfand, President and CEO.
Monmouth does not obtain stockholder approval for Equity Commonwealth merger » 12:1608/3108/31/21
Monmouth Real Estate…
Monmouth Real Estate Investment Corporation (MNR) announced that, based on a preliminary count of the votes cast at the Company's Special Meeting of Stockholders, Monmouth did not obtain the necessary stockholder votes to approve the previously announced merger with Equity Commonwealth (EQC). Monmouth remains open to all available options to maximize long-term stockholder value and realize the full potential of the Company's high quality industrial portfolio. The Independent Inspector of Elections will tabulate all proxies and ballots submitted at the Special Meeting and will certify the final results. Final results will be filed with the Securities and Exchange Commission once the results have been certified, which Monmouth expects to occur within the next few days. Monmouth's Board of Directors will set a record date and meeting date for Monmouth's 2021 Annual Meeting of Stockholders. Those dates will be announced shortly.
Glass Lewis urges Monmouth shareholders to reject deal with Equity Commonwealth » 16:4708/2508/25/21
MNR, STWD, EQC
A report issued by…
A report issued by independent proxy advisory firm Glass Lewis recommended that Monmouth Real Estate (MNR) shareholders vote "against" Monmouth's proposed transaction with Equity Commonwealth (EQC). Glass Lewis joins ISS, which recommended "against" the transaction on August 6 and reconfirmed this recommendation on August 19. The transaction is scheduled to be voted on at a special meeting of Monmouth shareholders on August 31. Glass Lewis notes that: "We believe MNR shareholders would be better served by rejecting the proposed [EQC] transaction and for MNR to pursue Starwood's (STWD) competing offer, which Starwood states is fully and immediately actionable."... "we question whether the potential upside of the combined company is sufficiently attractive at this time, particularly in light of a higher all-cash offer on the table." "Likewise, we are concerned that the board rejected Starwood's revised offer dated August 18, despite that offer representing greater value than the implied value of the revised agreement with EQC."
Monmouth board reiterates support for merger with Equity Commonweal » 19:2108/2308/23/21
Monmouth Real Estate…
Monmouth Real Estate Investment Corp (MNR) announced that its Board has reaffirmed its unanimous support for the Company's pending merger with Equity Commonwealth (EQC). The Board, in consultation with Monmouth's financial and legal advisors, "carefully considered the following factors, among others, and once again concluded that the merger with EQC remains in the best interest of Monmouth stockholders. As previously disclosed, on August 18, 2021, Monmouth received a revised, unsolicited acquisition proposal from Starwood Capital Group. Starwood proposed that its affiliate Starwood Real Estate Income Trust, Inc. would acquire 100% of the outstanding equity of Monmouth for net cash consideration of $19.20 per Monmouth common share. Monmouth's Board, in consultation with its financial and legal advisors, carefully evaluated the terms of Starwood's revised, unsolicited proposal and determined that the pending amended transaction with EQC represents the best opportunity to maximize value for Monmouth stockholders."
Monmouth confirms receipt of unsolicited acquisition proposal from Starwood » 08:3208/1908/19/21
Monmouth Real Estate…
Monmouth Real Estate Investment Corporation (MNR) confirmed that it has received a revised, unsolicited acquisition proposal from Starwood Capital Group. Under the terms of Starwood's revised proposal, its affiliate Starwood Real Estate Income Trust, Inc. would acquire 100% of the outstanding equity of Monmouth for net cash consideration of approximately $19.20 per share of Monmouth common stock. This reflects a stated per share purchase price of $19.93 per share, reduced by the termination fee that would be payable by Monmouth to Equity Commonwealth (EQC), or EQC, of approximately $72 million, or $0.73 per share, if Monmouth terminates the amended merger agreement it previously entered into with EQC in accordance with its terms to accept the new Starwood proposal. On August 16, 2021, Monmouth and EQC announced that they had entered into an amendment to their previously announced definitive merger agreement pursuant to which EQC has agreed to acquire Monmouth for $19.00 per share, based on EQC's closing price of $26.65 per share on August 13, 2021, in a combination of cash and stock at the election of Monmouth shareholders. The EQC transaction is valued at approximately $3.4 billion, including the assumption of $857 million of mortgage debt and the repayment of the $550 million of Monmouth's 6.125% Series C Redeemable Preferred Stock and Monmouth's outstanding line of credit and term loan. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, Monmouth's Board of Directors is evaluating Starwood's revised, unsolicited proposal and has not made any determination as to what action to take in response at this time. Monmouth's Board of Directors intends to respond to the proposal in due course and remains committed to acting in the best interests of the Company and its shareholders.
Starwood boosts Monmouth bid to net consideration of $19.20 per share in cash » 16:5508/1808/18/21
Starwood Real Estate…
Starwood Real Estate Income Trust, an affiliate of Starwood Capital Group, a leading global private investment firm focused on real estate and energy investments, today submitted an enhanced all-cash, fully financed, fully actionable proposal to acquire Monmouth Real Estate Investment Corporation (MNR) for $19.93 per Monmouth share reduced by the termination fee owed to Equity Commonwealth (EQC) of $72M or 73c per share. Starwood's enhanced proposal would provide net consideration of $19.20 per share to Monmouth shareholders after payment of the EQC termination fee, which was increased by $10M by the Monmouth Board on August 16, 2021. Starwood's proposal offers Monmouth shareholders a premium to EQC's revised offer with 100% cash-certain value, and does not subject Monmouth shareholders to the uncertain and unsubstantiated future value creation from the EQC transaction, which is already worth less to shareholders given the decline in EQC shares since its revised proposal was announced. Ethan Bing, Managing Director of Starwood, said, "Our increased all-cash offer is superior to EQC's revised proposal given the higher certain value that is not exposed to market risk or dependent upon unproven execution. The EQC offer requires Monmouth shareholders to forego the certainty of our higher cash offer in exchange for speculative value creation from a merged entity with no synergies and no obvious competitive advantages in the highly competitive industrial sector where EQC has not actively participated." Bing added, "The Monmouth Board, whose initial process was led by a strategic alternatives committee that ISS rightly criticized as 'not fully independent,' appears committed to the interests of Monmouth insiders rather than its fiduciary duty to maximize value for all Monmouth shareholders. The Monmouth Board's decision to increase the termination fee for EQC, without having engaged in a single conversation with a committed all-cash bidder already at a significant premium to EQC, is yet another disappointing breach of faith to its shareholders - a clear effort to protect EQC from competing bidders willing to offer superior and more certain value to Monmouth shareholders. In contrast, Starwood has not raised its termination fee in connection with its revised offer."
Equity Commonwealth buys Monmouth Real Estate for total consideration of $3.4B » 07:5108/1608/16/21
Equity Commonwealth (EQC)…
Equity Commonwealth (EQC) and Monmouth Real Estate Investment Corporation (MNR), or Monmouth, announced that they have entered into an amendment to the definitive merger agreement between the two companies. Under the terms of the Merger Agreement, Equity Commonwealth revised its offer to pay a total value of $19.00 per share in a combination of cash and stock at the election of Monmouth shareholders and based on EQC's closing price of $26.65 per share on August 13.Total consideration for the transaction is $3.4B, including the assumption of $857M of mortgage debt, and the repayment of the $550M of Monmouth's 6.125% Series C Redeemable Preferred Stock and Monmouth's outstanding line of credit and term loan. "Our revised offer provides Monmouth shareholders with the option to elect to receive consideration in cash, but also provides a tax-deferred option to remain invested in the future upside of our business," said David Helfand, President, Chief Executive Officer and Trustee of Equity Commonwealth. "We will continue to have significant balance sheet capacity, of over $4 billion, for future industrial investments." The revised transaction structure, with the issuance of fewer EQC common shares, is expected to result in significant improvement in per share earnings metrics for the combined company as compared to earnings under the original all-stock transaction. In addition, the dividend per share is expected to be higher under the revised transaction due to fewer EQC common shares outstanding post transaction. It is anticipated that the transaction will be tax-deferred to Monmouth common shareholders to the extent they receive common stock as consideration. In connection with the revised offer, the termination fee will increase by approximately $10 million to $72 million. Equity Commonwealth and Monmouth shareholders are expected to own approximately 73% and 27%, respectively, of the pro forma company following the close of the transaction.