Starwood Capital Group affiliate files investor presentation opposing proposed sale of Monmouth Real Estate Investment Corp. at Equity Commonwealth


MIAMI – (COMMERCIAL THREAD) – 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, has filed a presentation to investors to the US Securities and Exchange Commission (“SEC”) explaining why shareholders of Monmouth Real Estate Investment Corporation (“Monmouth”) should vote “AGAINST” the proposed merger of Monmouth and Equity Commonwealth (“EQC”) ) at the next special meeting of Monmouth Shareholders scheduled for August 24, 2021. Starwood believes its proposal of $ 19.51 per share in cash ($ 18.88 net to shareholders after factoring in termination fees) offers greater value and certainty than EQC’s offering and is a better alternative for Monmouth shareholders.

The presentation is available at https://www.sec.gov/Archives/edgar/data/0000067625/000119312521233475/d214168ddfan14a.htm.

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

  • EQC offer bonus. Starwood’s offer to acquire Monmouth for net cash consideration of $ 18.88 per share represents a compelling premium over the implied consideration of the EQC merger.
  • Certainty of value and performance. Starwood’s fully funded, fixed price, all-cash proposal offers both higher value and greater certainty of execution because it:
    • Has a negotiated merger agreement that Starwood remains ready to sign;

    • Is immediately liable to prosecution and only requires the approval of Monmouth shareholders; and

    • Allows Monmouth to continue to pay its shareholders dividends of $ 0.18 per quarter (as well as a partial dividend for any quarter in which the closing occurs), with no reduction in merger consideration.

  • The highest price. Starwood’s proposal represents the highest bid from a large number of interested parties who participated in Monmouth’s formal strategic review process, with no further bids emerging.
  • Monmouth’s board decision process failed for shareholders. Monmouth’s board of directors has betrayed its shareholders by continuing to accept a lower value offer based on the following:
    • Tax benefits of EQC’s all-stock structure which benefits Monmouth founders and insiders who own a small percentage of shares – 50% of the special committee, including the CEO who is the founder’s son, are insiders whose the historical interests in Monmouth shares make them likely to benefit the most from the EQC transaction structure, creating a greater potential for conflicts of interest; and

    • An uncertain and unlikely advantage in merging entities without synergies and handing responsibility to a team with no clear competitive advantages or recent experience in the highly competitive industrial sector – EQC and Monmouth did not provide any clear or differentiating strategic plan as to why which shareholders should negotiate some cash value today for the prospect of an uncertain rise in the merged entity.

  • Decrease in the value of the EQC offer. Following a sustained sell-off of EQC stock following the announcement of the Monmouth transaction, the implied merger consideration is now $ 176 million (9.2%)1 below what the Monmouth board of directors announced on May 4, 2021.

STARWOOD STRONGLY URGES SHAREHOLDERS TO VOTE “AGAINST” THE PROPOSED MERGER OF EQC TO PROTECT THEIR INTERESTS

A vote “AGAINST” the proposed EQC merger on the BLUE proxy card will send a clear message to the board of directors of Monmouth that shareholders prefer the higher value and greater certainty that Starwood offers and that shareholders expect the board of directors of Monmouth to act in their best interest. If the EQC Merger Proposal is not approved, Monmouth will have the right to terminate the EQC Merger Agreement. Starwood also recommends that Monmouth shareholders vote “AGAINST” Proposal 2 (compensation proposal) and Proposal 3 (adjournment proposal) for the reasons described in its definitive proxy circular filed with the SEC on July 30, 2021.

If you have any questions about how to vote your shares, please contact:

INCORPORATED INNISFREE M&A

Call to shareholders toll free: (877) 750-0625

Banks and collect brokers: (212) 750-5833

About Starwood Capital Group

Starwood Capital Group is a private investment firm focused on global real estate, energy infrastructure, and oil and gas. The firm 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 series of combined opportunity funds and Starwood Real Estate Income Trust, Inc. (SREIT), an unlisted REIT, the company has invested in virtually every category of real estate globally, changing from opportunistically asset classes, geographies and positions. in the capital pile because he perceives that the risk / reward dynamic is changing. 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 inception and manages a portfolio of more of $ 18 billion in debt and equity investments. . Over the past 29 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy of building businesses in the private and public markets. Additional information is available at starwoodcapital.com.

IMPORTANT INFORMATION

On July 30, 2021, Starwood Real Estate Income Trust, Inc., together with the other participants named therein (the “Participants”), filed a definitive proxy statement and accompanying BLUE proxy form with the Securities and Exchange Commission (the “” SEC “) for use in connection with the solicitation of proxies from Monmouth shareholders for the Monmouth Special Meeting to be held on August 24, 2021.

ALL MONMOUTH SHAREHOLDERS ARE ADVISED TO READ THE FINAL PROXY AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY PARTICIPANTS WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION. THESE PROXY DOCUMENTS ARE OR WILL BE AVAILABLE FREE OF CHARGE ON THE SEC WEBSITE AT HTTP://WWW.SEC.GOV, OR BY CONTACT INNISFREE M&A INCORPORATED, THE PARTICIPANTS ‘ADVOCATE, BY PHONE (877-750-0625) . FURTHERMORE, PARTICIPANTS IN THIS SOLICITATION OF PROXY WILL PROVIDE COPIES OF THE PROXY STATEMENT FREE OF CHARGE ON REQUEST. REQUESTS FOR COPIES MUST BE SENT TO PARTICIPANTS ‘LAWYER.

PARTICIPANTS ‘INFORMATION

The participants in the proxy solicitation are Starwood Real Estate Income Trust, Inc., Christopher Graham and Ethan Bing. Information on the Participants and a description of their direct or indirect interests in holding securities are contained in the final proxy circular filed by the Participants with the SEC on July 30, 2021. This document is available free of charge on the website of the SEC.

FURTHER INFORMATION

None of the communications herein or in the final proxy circular relating to Starwood’s July 15 proposal constitutes an offer to buy or the solicitation of an offer to sell securities. Starwood’s July 15 proposal is a proposal that Starwood made to the board of directors of Monmouth for a business combination transaction with Monmouth. In connection with any such proposed transaction and subject to future developments, Starwood (and, if a negotiated transaction is agreed, Monmouth) may file one or more proxies, registration statements, offer or exchange statements, prospectuses or other documents with the SEC. . The final proxy circular does not replace any proxy circular, registration statement, take-over or exchange offer statement, prospectus or other document that Starwood or Monmouth may file with the SEC in the framework of the proposed transaction. INVESTORS AND HOLDERS OF SECURITIES IN STARWOOD AND MONMOUTH ARE INVITED TO READ CAREFULLY ANY STATEMENT OF PROXY, DECLARATION OF REGISTRATION, DECLARATION OF OFFER TO PURCHASE OR EXCHANGE, PROSPECTS AND OTHER SECUMENTS FILED IN THE IN THEIR ENTIRE IF AND WHEN THEY BECOME INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Starwood through the website maintained by the SEC at www. sec.gov and the Starwood website at www.starwoodnav. reiterates.

____________________

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


Source link

Previous Could Montreal be the next favorite for real estate investors in Canada?
Next Modern Ventures closes second fund with $ 200 million and targets digital transformation of industry - TechCrunch