\nEquity Commonwealth (NYSE: EQC) (the \u201cCompany\u201d) announced today that it closed on the sale of its last remaining property, 1225 Seventeenth Street, a 709,402 square foot office property in Denver, Colorado, for a gross sale price of $132.5 million, on February 25, 2025. The net purchase price was approximately $124.4 million after credits primarily for contractual lease costs. With this sale of its last remaining property, the Company is also updating the estimated aggregate shareholder liquidating distribution range from an estimated aggregate shareholder liquidating distribution range of $20.00 to $21.00 per common share previously announced on November 15, 2024, to an estimated aggregate shareholder liquidating distribution range of $20.55 to $20.70 per common share, inclusive of the initial liquidating distribution of $19.00 per common share paid by the Company on December 6, 2024.<\/p>\n
\nThe Company also reported its financial results as of December 31, 2024 under the liquidation basis of accounting, and the Company will file a Form 10-K with its results for the year ended December 31, 2024.<\/p>\n
Liquidation Status<\/b><\/p>\n
\nOn October 2, 2024, the Company filed a definitive proxy statement (the \u201cDefinitive Proxy\u201d) with the Securities and Exchange Commission related to a special meeting of shareholders to, among other things, consider and vote upon the Plan of Sale and Dissolution of the Company (the \u201cPlan of Sale\u201d), including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity (as defined in the Definitive Proxy). The Plan of Sale, which the Board determined was in the best interests of the Company and its shareholders, authorizes the Company to sell its remaining properties, wind-down the Company\u2019s affairs and distribute the net proceeds to shareholders. At the special shareholder meeting held on November 12, 2024, the Company\u2019s shareholders approved the Plan of Sale with 85.5% of outstanding shares, and 99% of votes cast, in favor of the Plan of Sale proposal (two-thirds of outstanding shares required for approval).<\/p>\n
Financial Results<\/b><\/p>\n
Liquidation Basis of Accounting<\/i><\/b><\/p>\n
\nPursuant to the Company\u2019s shareholders\u2019 approval of the Plan of Sale, in accordance with Generally Accepted Accounting Principles, the Company adopted the liquidation basis of accounting as of and for the periods subsequent to November 1, 2024. The liquidation basis of accounting requires, among other things, that management estimate net sales proceeds on an undiscounted basis as well as include in the Company’s assets and liabilities the undiscounted estimate of future revenues and expenses through the end of the liquidation. The net assets in liquidation at December 31, 2024 were approximately $179 million. Net assets in liquidation include projections of costs and expenses to be incurred during the estimated period required to complete the Plan of Sale. There is inherent uncertainty with these estimates and projections, and they could change materially based on, among other things, changes in the underlying assumptions of the projected cash flows.<\/p>\n
Significant Events During 2024<\/i><\/b><\/p>\n
\nPursuant to the Plan of Sale, the Company has, among other things, completed the following as part of its efforts to facilitate the efficient wind-down of its business:<\/p>\n
- \n
- \nPaid the liquidation preference to the holders of shares of the Company\u2019s 6.50% Series D Cumulative Convertible Preferred Shares of beneficial interest, par value $0.01 per share (the \u201cSeries D Preferred Shares\u201d), constituting all amounts due and owing such holders on December 3, 2024. The Series D Preferred Shares have no right or claim to any of the remaining assets of the Company. A Form 25 was filed with the SEC to effect the withdrawal of the listing of the Series D Preferred Shares from the New York Stock Exchange.<\/p>\n<\/li>\n<\/ul>\n
- \n
- \nPaid common shareholders an initial cash liquidating distribution of $19.00 per common share on December 6, 2024.<\/p>\n<\/li>\n<\/ul>\n
- \n
- \nSold three of the four remaining properties, namely 1250 H Street, NW in Washington DC, and 206 East 9th Street and Bridgepoint Square in Austin, Texas.<\/p>\n<\/li>\n<\/ul>\n
Subsequent Events Pursuant to the Plan of Sale<\/b><\/p>\n
\nOn February 25, 2025, the Company sold its last remaining property, 1225 Seventeenth Street Plaza, in Denver, Colorado.<\/p>\n
Earnings Conference Call<\/b><\/p>\n
\nEquity Commonwealth will host a conference call to discuss 2024 results on Thursday, February 27, 2025, at 1:00 P.M. CT. The conference call will be available via live audio webcast on the Investor Relations section of the company\u2019s website (www.eqcre.com<\/a>). A replay of the audio webcast will also be available following the call.<\/p>\n
About Equity Commonwealth<\/b><\/p>\n
\nEquity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT).<\/p>\n
Regulation FD Disclosures<\/b><\/p>\n
\n
\n \n CONSOLIDATED STATEMENT OF NET ASSETS<\/b><\/p>\n
\n(Liquidation Basis, amounts in thousands)<\/p>\n<\/td>\n<\/tr>\n
\n \n \n\u00a0<\/p>\n<\/td>\n
\n December 31, 2024<\/b><\/p>\n<\/td>\n<\/tr>\n
\n \n ASSETS<\/b><\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n
\n \n \n\u00a0<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n
\n \n \nReal estate<\/p>\n<\/td>\n
\n \n$<\/p>\n<\/td>\n
\n \n132,500<\/p>\n<\/td>\n<\/tr>\n
\n \n \nCash and cash equivalents<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n
\n \n160,511<\/p>\n<\/td>\n<\/tr>\n
\n \n \nRents receivable and other assets<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n
\n \n613<\/p>\n<\/td>\n<\/tr>\n
\n \n Total assets<\/b><\/p>\n<\/td>\n
\n $<\/b><\/p>\n<\/td>\n
\n 293,624<\/b><\/p>\n<\/td>\n<\/tr>\n
\n \n \n\u00a0<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n
\n \n LIABILITIES<\/b><\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n
\n \n \nLiabilities for estimated costs in excess of estimated receipts during liquidation<\/p>\n<\/td>\n
\n \n$<\/p>\n<\/td>\n
\n \n100,019<\/p>\n<\/td>\n<\/tr>\n
\n \n \nAccounts payable and accrued expenses<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n
\n \n10,908<\/p>\n<\/td>\n<\/tr>\n
\n \n \nDistributions payable<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n
\n \n3,842<\/p>\n<\/td>\n<\/tr>\n
\n \n Total liabilities<\/b><\/p>\n<\/td>\n
\n $<\/b><\/p>\n<\/td>\n
\n 114,769<\/b><\/p>\n<\/td>\n<\/tr>\n
\n \n \n\u00a0<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n
\n \n \nNet assets in liquidation attributable to Equity Commonwealth common shareholders<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n
\n \n178,605<\/p>\n<\/td>\n<\/tr>\n
\n \n \nNet assets in liquidation attributable to noncontrolling interest<\/p>\n<\/td>\n
\n \n\u00a0<\/p>\n<\/td>\n
\n \n250<\/p>\n<\/td>\n<\/tr>\n
\n \n Net assets in liquidation<\/b><\/p>\n<\/td>\n
\n $<\/b><\/p>\n<\/td>\n
\n 178,855<\/b><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
\n\u00a0<\/p>\n
<\/p>\n
View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250226929018\/en\/<\/a><\/span><\/p>\n
\nBill Griffiths
\n
(312) 646-2801
\n
ir@eqcre.com<\/a><\/p>\nKEYWORDS:<\/b> Illinois Colorado United States North America<\/p>\n
INDUSTRY KEYWORDS:<\/b> REIT Finance Professional Services Commercial Building & Real Estate Construction & Property<\/p>\n
- \nSold three of the four remaining properties, namely 1250 H Street, NW in Washington DC, and 206 East 9th Street and Bridgepoint Square in Austin, Texas.<\/p>\n<\/li>\n<\/ul>\n
- \nPaid common shareholders an initial cash liquidating distribution of $19.00 per common share on December 6, 2024.<\/p>\n<\/li>\n<\/ul>\n
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