MARKET OUTLOOK

Starwood Increases Offer to Acquire Monmouth Real Estate Investment Corp. to Net Consideration of $19.20 Per Share in Cash

Starwood Real Estate Income Trust, Inc | August 19, 2021

Starwood Increases Offer to Acquire Monmouth Real Estate Investment Corp. to Net Consideration of $19.20 Per Share in Cash
Starwood Real Estate Income Trust, Inc., 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 for $19.93 per Monmouth share reduced by the termination fee owed to Equity Commonwealth ("EQC") of $72 million or $0.73 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 $10 million 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 (versus EQC’s offer, where approximately 35% of the aggregate consideration would be paid out in cash1), 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.”

Bing concluded, “We stand ready to sign the already-negotiated merger agreement with Monmouth. We urge the Monmouth Board to act in the best interest of all its shareholders by immediately declaring our increased offer superior, foregoing any future actions which would deprive shareholders from realizing maximum value, and proceeding quickly to finalize our proposed transaction for the benefit all Monmouth shareholders.”

About Starwood Capital Group
Starwood Capital Group is a private investment firm with a core focus on global real estate, energy infrastructure and oil & gas. The Firm and its affiliates maintain 16 offices in seven countries around the world, and currently have approximately 4,000 employees. Since its inception in 1991, Starwood Capital Group has raised over $60 billion of capital, and currently has approximately $90 billion of assets under management. Through a series of comingled opportunity funds and Starwood Real Estate Income Trust, Inc. a non-listed REIT, the Firm has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Starwood Capital also manages Starwood Property Trust, the largest commercial mortgage real estate investment trust in the United States, which has successfully deployed over $69 billion of capital since inception and manages a portfolio of over $18 billion across debt and equity investments. Over the past 29 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets

Spotlight

In recent years, many companies have been reconsidering their real estate strategies. This is especially true for companies that own and utilize significant real estate in their business. In many cases, this is either part of an effort to unlock untapped shareholder value in existing assets or to provide growth capital for the continued expansion of capital-intensive industries. Increasingly, activist investors are driving these pressures. Recent tax reform legislation and the coming required adoption of the new lease standard are also factors driving additional considerations.


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In recent years, many companies have been reconsidering their real estate strategies. This is especially true for companies that own and utilize significant real estate in their business. In many cases, this is either part of an effort to unlock untapped shareholder value in existing assets or to provide growth capital for the continued expansion of capital-intensive industries. Increasingly, activist investors are driving these pressures. Recent tax reform legislation and the coming required adoption of the new lease standard are also factors driving additional considerations.

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