ISS Recommends Shareholders of Monmouth Real Estate Investment Corp. Vote “AGAINST” Proposed Equity Commonwealth Transaction

Starwood reiterates its cash offering, which will bring added value and security to Monmouth shareholders

Starwood encourages Monmouth Board to immediately consider its offer and reach a particular deal with greater value to shareholders

MIAMI, Aug 6, 2021 – (BUSINESS WIRE) – Starwood Real Estate Income Trust, Inc. (“Starwood”), a subsidiary of Starwood Capital Group, a leading global private investment firm focused on real estate and energy investments, commented today a report from Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm. In its report, ISS recommends the shareholders of Monmouth Real Estate Investment Corp. (NYSE: MNR) (“Monmouth” or “MNR”) the vote “AGAINST“Monmouth’s proposed transaction with Equity Commonwealth (” EQC “) to be voted on at a special meeting of Monmouth shareholders on August 24, 2021.

“We are pleased that ISS recognizes that the value and uncertain benefits of Monmouth’s proposed transaction with EQC are inferior to Starwood’s offer. This recommendation is an important step in ensuring that Monmouth shareholders receive maximum, safe value from our superior offering.

“Starwood’s offer is superior, both in value and certainly, to any offer made during or after the strategic review process. In a letter to Monmouth’s Board today, Starwood reiterated its cash-only offer of $ 18.88 per share and encouraged the board to be Immediately declare the offer as a ‘Superior Proposal’ under the EQC merger agreement.

“If the current transaction could be brought to a vote, given the ISS recommendation and two-thirds approval requirement, it would unnecessarily prevent shareholders from receiving the higher value of the Starwood transaction and Monmouth from reimbursing EQC for higher costs Suspend a Transaction We Believe Shareholders are unlikely to obtain shareholder approval There is no doubt that they are free to contact us under the existing agreement with EQC. We encourage the Monmouth Board of Directors to To act in the best interests of shareholders by immediately declaring the Starwood offer superior and expeditiously closing our proposed transaction. “

The story goes on

The ISS states in its report that1:

  • “… no guarantee is given for the proposed support [EQC] Transaction, especially given the added value and security of the Starwood proposal. “

  • “Considering [EQC]Due to EQC’s limited presence in the industrial real estate space and the noticeable gap between EQC’s recent industrial acquisition history and the billion-dollar acquisitions planned for the merged company, there remains significant uncertainty as to whether the merged company will be able to execute the transaction opportunities that to be touted by the board of directors of MNR. “

  • “Given the depreciation of the consideration and the potential execution risk that could limit future shareholder returns, particularly relative to the value and security of the higher competing cash offer, support for the [EQC] Transaction is not guaranteed. “

  • “Without the Starwood proposal, there would also be the downside risk of rejection as MNR shares could potentially return to a level consistent with their historical relationship with their peers.”

  • “… ongoing concern among shareholders about the possibility that the preference for a tax-privileged structure over value security led to a less than ideal result …”

The full text of Starwood’s letter to the Monmouth Board is inserted below:

August 6, 2021

Monmouth Real Estate Investment Corporation
101 Crawfords Corner Road, Suite 1405
Holmdel, NJ 07733

Attention: Eugene W. Landy, Chairman of the Board

Dear Eugene:

Today Institutional Shareholder Services (“ISS”) recommended the shareholders of Monmouth Real Estate Investment Corporation (“Monmouth”) to oppose the proposed merger with Equity Commonwealth (“EQC”) at the special meeting of Monmouth shareholders scheduled for August 24, 2021 ) to vote (the “Special Assembly”). The ISS recommendation is consistent with our view that the Barwood proposal offers Monmouth shareholders more value and security than a transaction based on speculative advantages from the merger of two companies with no apparent synergy or competitive advantage in the industrial sector. Given the two-thirds support required of Monmouth shareholders and the “against” recommendation from ISS, continuing a vote on the EQC transaction will add further delays in realizing value for shareholders and unnecessarily an additional 10 for Monmouth Millions of dollars in additional reimbursements for a subordinate obliges transaction with a low probability of being approved.

In light of recent events, Starwood Real Estate Income Trust, Inc. (“Starwood” or “we”) hereby reaffirms its proposal to acquire all of Monmouth’s outstanding common stock at a price of $ 19.51 per share less the amount owed to EQC Termination fee of $ 0.63 per share for net consideration of $ 18.88 per share for Monmouth shareholders. Given the ISS recommendation and the views of several major shareholders who have spoken out publicly and privately against the EQC Transaction, we believe that recent events have made the already slim prospect of the EQC Transaction even more unsettled. We therefore urge the Monmouth Board of Directors to immediately declare our proposal as a “Superior Proposal” under the existing merger agreement with EQC and to take a path that will provide maximum value to your shareholders and add to this lengthy process at no additional unreasonable cost.

We stand ready to sign the merger agreement previously presented to you and finalize a transaction on terms that stand out from all of them during your comprehensive strategic review process.

Thank you for your continued consideration. We look forward to working with you to achieve the best possible result for your shareholders.

Regards,

Starwood Real Estate Income Trust, Inc.

Christopher Graham
Chief Investment Officer

Ethan B. Bing
Managing Director

STARWOOD URGES SHAREHOLDERS TO VOTE THE INDEPENDENT RECOMMENDATION FROM ISS TO AGREE TO THE EQC MERGER PROPOSAL TO PROTECT THEIR INTERESTS

A vote “AGAINST” the EQC merger proposal on the BLUE The proxy card will send a clear message to the Monmouth Board of Directors that shareholders prefer the higher value and security that Starwood offers and that shareholders expect the Monmouth Board of Directors to act in their best interests. If the EQC merger proposal is not approved, Monmouth has the right to terminate the EQC merger agreement. Starwood also recommends Monmouth shareholders vote “AGAINST” Proposition 2 (Compensation Proposal) and Proposal 3 (Postponement Proposal) for the reasons set out in its definitive proxy statement filed with the SEC on July 30, 2021.

If you have any questions about voting, please contact:

INNISFREE M&A INCORPORATED

Shareholders call toll free: (877) 750-0625

Banks and Brokers Call Collect: (212) 750-5833

About Starwood Capital Group

Starwood Capital Group is a private investment company with a core focus on global real estate, energy infrastructure, and oil and gas. The company and its affiliates have 16 offices in seven countries around the world and currently employ approximately 4,000 people. Since its inception in 1991, Starwood Capital Group has raised over $ 60 billion in capital and currently manages approximately $ 90 billion in assets. Through a number of Comingled Opportunity Funds and Starwood Real Estate Income Trust, Inc. (SRIT), a privately held REIT, the company has invested in virtually every property category worldwide, opportunistically changing asset classes, regions and positions in the capital stack as it moves perceives the risk-return dynamics. Starwood Capital also manages Starwood Property Trust (NYSE: STWD), the largest commercial mortgage real estate investment trust in the United States, which has successfully deployed over $ 69 billion in capital since its inception and a portfolio of over 18 billion Managed US dollars in debt and equity investments. For the past 29 years, Starwood Capital Group and its affiliates have successfully implemented an investment strategy that involves building businesses in both the private and public markets. Please visit starwoodcapital.com for more information.

_____________________
1 Permission to use quotes that have not been requested or obtained by ISS and Starwood’s emphasis.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210806005527/en/

contacts

Media:
Sard Verbinnen & Co.
Bryan Locke / Stephen Pettibone / Hayley Cook
[email protected]

Investors:
Innisfree M&A Incorporated
Scott Winter / Jonathan Salzberger / Gabrielle Wolf
+1 (212) 750-5833