Starwood Capital Group Affiliate Files Investor Presentation in Opposition to Monmouth Real Estate Investment Corp.’s Proposed Sale to Equity Commonwealth

MIAMI–(BUSINESS WIRE) – Starwood Real Estate Income Trust, Inc. (“Starwood”), a subsidiary of Starwood Capital Group (“Starwood Capital”), a leading global private investment firm focused on real estate and energy investments, held an investor presentation at US Securities and Exchange Commission (“SEC”), which sets out why the shareholders of Monmouth Real Estate Investment Corporation (“Monmouth”) are scheduled for August 24, 2021 at the upcoming special meeting of Monmouth shareholders. Starwood believes its proposal of $ 19.51 per share in cash ($ 18.88 net to shareholders after the termination fee) offers greater value and security than the EQC offering and a better alternative for Monmouth -Represents shareholders.

You can find the presentation at https://www.sec.gov/Archives/edgar/data/0000067625/000119312521233475/d214168ddfan14a.htm.

Starwood’s presentation highlights a number of facts that support its belief that its proposal is superior to the EQC merger proposal, including:

  • Premium to the EQC offer. Starwood’s offer to acquire Monmouth for $ 18.88 net cash per share represents a compelling premium over the implied consideration for the EQC merger.

  • Security of value and execution. Starwood’s fully funded, fixed price offering offers both greater value and greater execution security as it:

    • Starwood still has a negotiated merger agreement available for signature;

    • Immediately enforceable and only requires approval from Monmouth shareholders; and

    • Allows Monmouth to continue paying dividends of $ 0.18 per quarter (as well as a partial dividend for each quarter that closes) to its shareholders without reducing the consideration for the merger.

  • Highest price. Starwood’s proposal represents the highest bid of a large pool of interested parties who participated in Monmouth’s formal strategic review process without any other top bid emerging.

  • The decision-making process of the Monmouth Board of Directors has failed the shareholders. The Monmouth Board has failed its shareholders by continuing to accept an offer of lesser value based on the following:

    • Tax benefits of EQC’s all-share structure that benefit Monmouth founders and insiders who own a small percentage of the shares – 50% of the special committee, including the CEO who is the founder’s son, are insiders whose historical interest in Monmouth- Stocks makes them likely to benefit the most from the EQC transaction structure, creating a greater potential for a conflict of interest; and

    • Uncertain and unlikely benefit from merging companies with no synergies and handing responsibility to a team with no apparent competitive advantage or recent experience in the highly competitive industrial sector – EQC and Monmouth have not come up with a clear strategic plan or differentiators as to why shareholders should trade with certainty for present value today the prospect of uncertain upside for the merged company.

  • Loss of value of the EQC offer. Following a sustained sell-off in EQC shares following the Monmouth Transaction announcement, the implied merger consideration is now $ 176 million, or 9.2% 1, lower than what the Monmouth board of directors reported on Jan.

STARWOOD URGES THE SHAREHOLDERS TO VOTE “AGAINST” THE EQC MERGER PROPOSAL IN ORDER TO PROTECT THEIR INTERESTS

One 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” Proposal 2 (compensation proposal) and proposal 3 (adjournment proposal) for the reasons set out in its final voting power of attorney 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 the 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.

IMPORTANT INFORMATION

On July 30, 2021, Starwood Real Estate Income Trust, Inc. along with the other participants named therein (the “Participants”) filed a definitive letter of attorney and the accompanying BLUE authorization card form with the Securities and Exchange Commission (the “SEC”) at In connection with obtaining voting proxies from Monmouth shareholders for the Monmouth Special Meeting on August 24, 2021.

ALL MONMOUTH SHAREHOLDERS ARE RECOMMENDED READ THE FINAL STATEMENT AND OTHER AUTHORIZATION DOCUMENTS, WHEN IT IS AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE ENTIRE PARTY. SUCH PROXY MATERIALS ARE OR WILL BE AVAILABLE FREE OF CHARGE ON THE SEC WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING INNISFREE M&A INCORPORATED BY TELEPHONE (87257-750) INNISFREE M&A INCORPORATED, THE PARTICIPANTS PROXY AGENT. IN ADDITION, THE PARTICIPANTS OF THIS PROXY CALL MAKE A FREE COPY OF THE PROXY DECLARATION AVAILABLE ON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS ‘PROXY LAWYER.

PARTICIPANT INFORMATION

The proxy attendees are Starwood Real Estate Income Trust, Inc., Christopher Graham, and Ethan Bing. Information about the participants and a description of their direct or indirect holdings of securities is contained in the definitive proxy statement that participants filed with the SEC on July 30, 2021. This document is available free of charge on the SEC website.

ADDITIONAL INFORMATION

None of the notices contained herein or in the definitive proxy statement relating to Starwood’s July 15 offer constitute an offer to buy or a solicitation of an offer to sell any securities. Starwood’s July 15 proposal is a proposal made by Starwood to the Monmouth Board of Directors for a business combination with Monmouth. In order to promote such a proposed transaction, and subject to future developments, Starwood (and, if a negotiated transaction is agreed, Monmouth) may file one or more letters of attorney, registration, takeover or exchange offer statements, prospectuses or other documents with the SEC. The final proxy is not a substitute for a proxy, registration statement, offer or exchange offer statement, prospectus, or any other document that Starwood or Monmouth may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY OWNERS OF STARWOOD AND MONMOUTH ARE URGENTLY READ CAREFULLY AND IN ITS ENTIRETY, SHOULD SUCH AUTHORIZATION DECLARATIONS, REGISTRATION DECLARATIONS, NOTIFICATIONS OF THE INFORMATION, ADDITIONAL DOCUMENTS AND TRANSFERS. Investors and securityholders can obtain free copies of these documents (if available) and other documents Starwood has filed with the SEC through the SEC-operated website www.sec.gov and Starwood’s website at www.starwoodnav. riding.

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1 Difference between EQC’s implied merger settlement of $ 19.40 / share on May 4, 2021, and $ 17.61 / share on July 30, 2021.