EQC-D Equity Commonwealth

July 23, 2021

To the Shareholders of Equity Commonwealth and Monmouth Real Estate Investment Corporation:

The board of trustees of Equity Commonwealth, which we refer to as EQC, and the board of directors of Monmouth Real Estate Investment Corporation, which we refer to as MNR, have each unanimously approved an Agreement and Plan of Merger, dated as of May 4, 2021, as it may be amended from time to time, which we refer to as the merger agreement, by and among EQC, MNR, and EQC Maple Industrial LLC (f/k/a RS18 LLC), a subsidiary of EQC, which we refer to as Merger Sub. Pursuant to the merger agreement, EQC will acquire MNR through a merger of MNR with and into Merger Sub, which we refer to as the merger, with Merger Sub surviving the merger as the surviving entity. The combined company after the merger, which we refer to as the Combined Company, will retain the name Equity Commonwealth and will continue to trade on the New York Stock Exchange, under the symbol “EQC.” The executive officers of EQC immediately prior to the effective time of the merger will continue to serve as the executive officers of the Combined Company, with David Helfand continuing to serve as the President and Chief Executive Officer of the Combined Company. Sam Zell will continue to serve as the Chairman of the board of trustees of the Combined Company. The obligations of EQC and MNR to effect the merger are subject to the satisfaction or waiver of certain customary conditions set forth in the merger agreement (including the applicable approvals of each company’s shareholders).

If the merger is completed pursuant to the merger agreement, (i) each share of MNR common stock, which we refer to as MNR common shares, outstanding immediately prior to the effective time of the merger will convert into the right to receive 0.67 of a newly issued share of EQC’s common shares of beneficial interest, which we refer to as EQC common shares, with cash paid in lieu of any fractional shares, and (ii) each share of 6.125% Series C Cumulative Redeemable Preferred Stock of MNR, which we refer to as MNR Series C preferred stock, will convert into the right to receive an amount in cash equal to $25.00 per share plus accumulated and unpaid dividends.

Additionally, if the merger is completed pursuant to the merger agreement, (i) each outstanding option to purchase MNR common shares granted under a MNR equity plan, whether vested or unvested, which we refer to as a MNR stock option, will be canceled and the holder thereof will receive EQC common shares equal to the product of (x) the number of net option shares in respect of such MNR stock option (calculated pursuant to the merger agreement to take into account the exercise price of the MNR stock option and applicable withholding taxes) multiplied by (y) the exchange ratio of 0.67, and (ii) each outstanding unvested restricted stock award issued pursuant to a MNR incentive plan, which we refer to as a MNR restricted stock award, will be canceled and the holder thereof will receive EQC common shares equal to the product of (x) the number of net restricted stock shares in respect of such MNR restricted stock award (calculated pursuant to the merger agreement to take into account applicable withholding taxes) multiplied by (y) the exchange ratio of 0.67.

In connection with the merger, we anticipate that EQC will issue or reserve a total of approximately 66,435,984 common shares, including (i) 65,836,887 EQC common shares in exchange for the MNR common shares in the merger, (ii) 573,505 EQC common shares in exchange for MNR stock options, and (iii) 25,592 EQC common shares in exchange for MNR restricted stock awards. Upon completion of the merger and after giving effect to the issuance of EQC common shares in connection therewith, we estimate that continuing EQC shareholders will own approximately 65% of the issued and outstanding common shares of the Combined Company, and former MNR shareholders will own approximately 35% of the issued and outstanding common shares of the Combined Company.

In connection with the proposed merger, EQC and MNR will each hold a special meeting of their respective shareholders. At the EQC special meeting, EQC shareholders will be asked to consider and vote on (i) a proposal to approve the issuance of EQC common shares in connection with the merger, which we refer to as the EQC Issuance Proposal, and (ii) a proposal to approve one or more adjournments of the EQC special meeting to another date, time, place, or format, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of EQC common shares in connection with the merger, which we refer to as the EQC Adjournment Proposal. At the MNR special meeting, MNR shareholders will be asked to consider and vote on (i) a proposal to approve the merger and the transactions contemplated by the merger agreement, which we refer to as the MNR Merger Proposal, (ii) a proposal to approve, by advisory (nonbinding) vote, certain compensation that may be paid or become payable to MNR’s five executive officers in connection with the merger agreement and the transactions contemplated thereby, which we refer to as the MNR Compensation Proposal, and (iii) a proposal to approve one or more adjournments of the MNR special meeting to another date, time, place, or format, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement, which we refer to as the MNR Adjournment Proposal.

The record date for determining the shareholders entitled to receive notice of, and to vote at, the EQC special meeting and the MNR special meeting is August 2, 2021. The merger cannot be completed unless, among other matters, (i) EQC shareholders approve the EQC Issuance Proposal by the affirmative vote of at least a majority of the votes cast on the proposal, and (ii) MNR shareholders approve the MNR Merger Proposal by the affirmative vote of at least two-thirds of the outstanding MNR common shares.

The EQC board of trustees has unanimously (i) determined that the merger agreement and the merger, including the issuance of EQC common shares in connection with the merger, are advisable and in the best interests of EQC and its shareholders, (ii) authorized and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of EQC common shares and the payment of cash consideration to the MNR preferred shareholders in connection with the merger, and (iii) resolved to recommend approval of the issuance of EQC common shares in connection with the merger by the EQC shareholders and that such approval be submitted for consideration at the EQC special meeting. The EQC board of trustees unanimously recommends that EQC shareholders vote FOR the EQC Issuance Proposal and FOR the EQC Adjournment Proposal.

The MNR Board has unanimously (i) determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of MNR, (ii) approved the merger agreement and the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein, and (iii) authorized the execution and delivery by MNR of the merger agreement. The MNR Board unanimously recommends that MNR shareholders vote FOR the MNR Merger Proposal, FOR the MNR Compensation Proposal, and FOR the MNR Adjournment Proposal.

This joint proxy statement/prospectus contains important information about EQC, MNR, the merger, the merger agreement, and the special meetings. This document is also a prospectus for EQC common shares that will be issued to MNR shareholders pursuant to the merger agreement. We encourage you to read this joint proxy statement/prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 22.

Your vote is very important, regardless of the number of EQC common shares or MNR common shares you own. Whether or not you plan to attend the EQC special meeting and/or the MNR special meeting, as applicable, please submit a proxy to vote your shares as promptly as possible to make sure that your EQC common shares and/or MNR common shares, as applicable, are represented at the applicable special meeting. Please review this joint proxy statement/prospectus for more complete information regarding the merger and the EQC special meeting and the MNR special meeting, as applicable.

Neither the Securities and Exchange Commission, nor any state securities regulatory authority has approved or disapproved of the merger or the securities to be issued under this joint proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated July 23, 2021, and is first being mailed to EQC and MNR shareholders on or about July 26, 2021.

 

To the Shareholders of Equity Commonwealth:

A special meeting of the shareholders of Equity Commonwealth, a Maryland real estate investment trust, which we refer to as EQC, will be held in a virtual-only format on August 17, 2021 at 10:00 a.m., Eastern Time. You will be able to attend the special meeting, vote your EQC shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/EQC2021SM and entering your control number included in the notice containing instructions on how to access special meeting materials or your proxy card. The special meeting will be held to consider and vote upon the following matters:

EQC does not expect to transact any other business at the EQC special meeting or any adjournment or postponement thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the EQC special meeting. The board of trustees of EQC, which we refer to as the EQC Board, has fixed the close of business on August 2, 2021 as the record date for determination of EQC shareholders entitled to receive notice of, and to vote at, the EQC special meeting and any adjournments of the EQC special meeting. Only holders of record of EQC common shares at the close of business on the record date are entitled to receive notice of, and to vote at, the EQC special meeting.

The EQC Issuance Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. If you abstain from voting on the EQC Issuance Proposal, this will have the same effect as a vote against the approval of such proposal. The merger cannot be completed without the approval of EQC’s shareholders of the EQC Issuance Proposal.

The EQC Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast on such proposal. If a quorum is not present, the chair of the EQC special meeting may adjourn the meeting.

The EQC Board has unanimously (i) determined that the merger agreement and the merger, including the issuance of EQC common shares in connection with the merger, are advisable and in the best interests of EQC and its shareholders, (ii) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, and (iii) resolved to recommend approval of the issuance of EQC common shares in connection with the merger by the EQC shareholders and that such approval be submitted for consideration at the EQC special meeting. The EQC Board unanimously recommends that EQC shareholders vote FOR the EQC Issuance Proposal and FOR the EQC Adjournment Proposal.

Whether or not you plan to attend the special meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the EQC special meeting. If EQC shareholders of record return properly executed proxies but do not indicate how their EQC common shares should be voted on a proposal, the EQC common shares represented by their properly executed proxy will be voted as the EQC Board recommends and therefore, FOR the EQC Issuance Proposal, and FOR the EQC Adjournment Proposal.

Regardless of whether you plan to attend the virtual special meeting, we urge you to submit your proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card, or (3) completing, signing, dating, and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the EQC special meeting to ensure that your shares will be represented and voted at the EQC special meeting.

To submit a proxy, use the Internet as described in the instructions on the enclosed proxy card, call the toll-free telephone number listed on your proxy card, or complete, sign, date, and mail your proxy card in the preaddressed postage-paid envelope provided. Submitting a proxy will assure that your vote is counted at the special meeting if you do not attend in person (which includes presence by means of remote communication at a virtual meeting). If your EQC common shares are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your EQC common shares and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your EQC common shares. You may revoke your proxy at any time before it is voted. Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the merger and the EQC special meeting.

This notice and the enclosed joint proxy statement/prospectus are first being mailed to EQC’s shareholders on or about July 26, 2021.

By Order of the Board of Trustees of Equity Commonwealth

 

Orrin S. Shifrin

Executive Vice President, General Counsel, and Secretary

Chicago, Illinois

July 23, 2021

 

To the Shareholders of Monmouth Real Estate Investment Corporation:

Notice is hereby given that a special meeting of the shareholders (which we refer to as the MNR special meeting) of Monmouth Real Estate Investment Corporation, a Maryland corporation (which we refer to as MNR), will be held in a virtual-only format on August 17, 2021, commencing at 11:00 a.m., Eastern Time. The MNR special meeting will be held online via a live webcast at www.cesonlineservices.com/mnr21_vm. To participate in the MNR special meeting, you must pre-register at www.cesonlineservices.com/mnr21_vm by 11:00 a.m., Eastern Time, on August 16, 2021.

At the MNR special meeting, the MNR shareholders will be asked to consider and vote upon the following matters:

Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the MNR special meeting.

The MNR Board has fixed the close of business on August 2, 2021 as the record date for the determination of MNR’s shareholders entitled to receive notice of, and to vote at, the MNR special meeting and any adjournments of the MNR special meeting. Only holders of record of MNR common shares at the close of business on the record date are entitled to receive notice of, and to vote at, the MNR special meeting.

Approval of the MNR Merger Proposal requires the affirmative vote of holders of at least two-thirds of the MNR common shares outstanding on the record date. If you are a MNR shareholder and you do not vote on the MNR Merger Proposal, this will have the same effect as a vote against such proposal. The merger cannot be completed without the approval by MNR’s shareholders of the MNR Merger Proposal.

Approval of the MNR Compensation Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal.

Approval of the MNR Adjournment Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal.

The MNR Board unanimously (i) determined that the merger is advisable and in the best interests of MNR, (ii) approved the merger agreement and the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth in therein, and (iii) authorized the execution and delivery by MNR of the merger agreement. The MNR Board unanimously recommends that the MNR shareholders vote FOR the MNR Merger Proposal, FOR the MNR Compensation Proposal, and FOR the MNR Adjournment Proposal.

Whether or not you plan to attend the MNR special meeting, we urge you to submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented and voted at the MNR special meeting. Even if you plan to attend the MNR special meeting, please submit your proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) completing, signing, dating and returning the enclosed white proxy card in the accompanying postage-paid envelope prior to the MNR special meeting. You may revoke your proxy at any time before it is voted at the MNR special meeting.

If your MNR common shares are held in “street name” by your broker, bank, or other nominee, you should follow the directions provided by your broker, bank, or other nominee regarding how to provide voting instructions to vote your MNR common shares. Only your broker, bank or other nominee can vote your MNR common shares and the vote cannot be cast unless you provide instructions to your broker, bank or other nominee as to how to vote or you obtain a legal proxy from your broker, bank or other nominee.

Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the merger and the MNR special meeting.

This notice and the enclosed joint proxy statement/prospectus are first being mailed to MNR’s shareholders on or about July 26, 2021.

By Order of the Board of Directors of Monmouth Real Estate Investment Corporation,

Holmdel, New Jersey

July 23, 2021

Each of EQC and MNR will hold separate meetings of their respective shareholders to obtain these approvals and to consider other proposals related to the proposed transaction as described elsewhere in this joint proxy statement/prospectus.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the special meetings of shareholders and you should read it carefully. The enclosed voting materials allow you to vote your EQC common shares and/or MNR common shares, as applicable, without attending the applicable special meeting.

MNR. At the MNR special meeting, MNR shareholders will be asked to consider and vote upon the following additional proposals:

To review the reasons of the EQC Board and the MNR Board for the merger in greater detail, see “The Merger—Recommendation of the EQC Board of Trustees and Its Reasons for the Merger” beginning on page 67 and “The Merger—Recommendation of the MNR Board of Directors and Its Reasons for the Merger” beginning on page 70.

The executive officers of EQC immediately prior to the effective time of the merger will continue to serve as the executive officers of the Combined Company, with David Helfand continuing to serve as President and Chief Executive Officer of the Combined Company. See “The Merger Agreement— Trustees and Officers of the Combined Company” on page 116 for more information.

meeting. EQC shareholders of record on August 2, 2021 who have not received this joint proxy statement/prospectus prior to that date will receive a joint proxy statement/prospectus and have the opportunity to vote on the matters described in the joint proxy statement/prospectus.

MNR. All holders of MNR common shares of record as of the close of business on August 2, 2021, the record date for determining shareholders entitled to notice of and to vote at the MNR special meeting, are entitled to receive notice of and to vote at the MNR special meeting. As of July 16 ,2021, there were 98,302,207 MNR common shares outstanding, held by approximately 1,209 holders of record. Each MNR common share is entitled to one vote on each proposal presented at the MNR special meeting. MNR is commencing solicitation of proxies on or about July 26, 2021, which is before the record date for the MNR special meeting. MNR will continue to solicit proxies until August 17, 2021, the date of the MNR special meeting. MNR shareholders of record on August 2, 2021 who have not received this joint proxy statement/prospectus prior to that date will receive a joint proxy statement/prospectus and have the opportunity to vote on the matters described in the joint proxy statement/prospectus.

MNR. The MNR Bylaws provide that, at a meeting of MNR shareholders, the presence, in person (which includes presence by means of remote communication at a virtual meeting) or by proxy, of MNR shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting will constitute a quorum. Shares that are voted and shares abstaining from voting are treated as being present at the MNR special meeting for purposes of determining whether a quorum is present.

MNR.

For a more complete description of the recommendation of the EQC Board, see “The Merger—Recommendation of the EQC Board of Trustees and Its Reasons for the Merger” beginning on page 67.

For a more complete description of the recommendation of the MNR Board, see the section entitled “The Merger—Recommendation of the MNR Board and Its Reasons for the Merger” beginning on page 70 of this joint proxy statement/prospectus.

MNR. If you are a MNR shareholder and you do not instruct your broker, bank or nominee on how to vote your MNR common shares, your broker, bank or nominee may not vote your shares on the MNR Merger Proposal, the MNR Compensation Proposal, or the MNR Adjournment Proposal and your shares will not be deemed to be represented at the MNR virtual special meeting. This will have the same effect as a vote against the MNR Merger Proposal, but it will have no effect on the MNR Compensation Proposal, or the MNR Adjournment Proposal.

MNR. If you are a MNR shareholder and abstain from voting, it will have the same effect as a vote against the MNR Merger Proposal, but it will have no effect on the MNR Compensation Proposal, or the MNR Adjournment Proposal, provided a quorum is otherwise present.

Please refer to your proxy card or voting instruction card forwarded by your broker or other nominee to see which voting options are available to you.

The method by which you submit a proxy will in no way limit your right to vote at the EQC special meeting or the MNR special meeting, as applicable, if you later decide to attend the special meeting in person (which consists of presence at a virtual meeting).

MNR. All MNR common shares entitled to vote and represented by properly completed proxies received prior to the MNR special meeting, and not revoked, will be voted at the MNR special meeting as instructed on the proxies. If you are a MNR shareholder and properly sign, date and return a proxy card, but do not indicate how your MNR common shares should be voted on a matter, the MNR common shares represented by your proxy will be voted as the MNR Board recommends, and therefore FOR the MNR Merger Proposal, FOR the MNR Compensation Proposal, and FOR the MNR Adjournment Proposal. If you do not provide voting instructions to your broker, bank or other nominee, your MNR common shares will NOT be represented at the MNR special meeting and will be considered broker non-votes.

If your EQC common shares or your MNR common shares are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

MNR has engaged Okapi Partners LLC, which we refer to as Okapi Partners, to assist in the solicitation of proxies for the MNR special meeting and MNR estimates it will pay Okapi Partners a fee of approximately $950,000. MNR has also agreed to reimburse Okapi Partners for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify Okapi Partners against certain losses, claims, damages, liabilities and expenses. In addition to mailing proxy solicitation material, MNR’s directors, officers, and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to MNR’s directors, officers, or employees for such services.

Upon the consummation of the merger, each outstanding MNR common share will be converted automatically into the right to receive 0.67 of a newly issued EQC common share, with cash paid in lieu of any fractional shares. The exchange ratio of 0.67 will not be adjusted for changes in the market price of either EQC common shares or MNR common shares. Changes in the market price of EQC common shares prior to the closing of the merger will affect the market value of the merger consideration that the holders of MNR common shares, MNR options and MNR stock awards will receive upon completion of the merger. Stock price changes may result from a variety of factors (many of which are beyond the control of EQC and MNR), including the following factors:

The market price of EQC common shares at the closing of the merger may vary from the price on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings of EQC and MNR. As a result, the market value of the merger consideration represented by the exchange ratio will also vary. For example, based on the range of trading prices of EQC common shares during the period after May 4, 2021, the last trading day before EQC and MNR announced the merger, through July 20, 2021, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio of 0.67 represents a market value ranging from a low of $17.51 to a high of $19.40.

Because the merger will be completed after the date of the EQC and MNR special meetings, you will not know at the time you vote what the exact market value of EQC common shares will be upon completion of the merger. If the market price of EQC common shares increases between the date the merger agreement was signed or the date of the EQC and MNR special meetings and the closing of the merger, the holders of MNR common shares, MNR options and MNR stock awards could receive EQC common shares that have a market value upon completion of the merger that is greater than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the special meetings, respectively. Conversely, if the market price of EQC common shares declines between the date the merger agreement was signed or the date of the EQC and MNR special meetings and the closing of the merger, the holders of MNR common shares, MNR options and MNR stock awards could receive EQC common shares that have a market value upon completion of the merger that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the special meetings, respectively. Neither EQC nor MNR has the right to terminate the merger agreement based on changes in the share prices of either EQC or MNR.

Therefore, while the ratio of EQC common shares to be issued per MNR common share is fixed pursuant to the merger agreement, (i) EQC shareholders cannot be sure of the market value of the common stock consideration that will be paid to the holders of MNR common shares, MNR options and MNR stock awards upon completion of the merger, and (ii) the holders of MNR common shares, MNR options and MNR stock awards cannot be sure of the market value of the common stock consideration they will receive upon completion of the merger.

The completion of the merger is subject to certain customary closing conditions, including, without limitation: (i) approval by the EQC common shareholders of the issuance of EQC common shares in connection with the merger and approval by the MNR common shareholders of the merger and the other transactions contemplated by the merger agreement; (ii) approval from the NYSE for the listing of EQC common shares to be issued in the merger; (iii) the absence of an injunction or law prohibiting the merger; (iv) the absence of any pending, threatened or outstanding government investigation with respect to the merger; (v) the accuracy of each party’s representations and warranties, subject in most cases to material adverse effect qualifications, and receipt by each party of a certificate to such effect from an officer of the other party; (vi) the absence of any material adverse effect with respect to either EQC or MNR; (vii) material compliance by each party with its covenants and agreements; (viii) receipt by EQC and by MNR of an opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and of an opinion as to the qualification of MNR and EQC, respectively, as a REIT under the Code; and (ix) effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part. We cannot provide assurances that the merger will be consummated on the terms or timeline currently contemplated, or at all.

If the merger is not completed, the ongoing business of EQC could be adversely affected and EQC will be subject to a variety of risks associated with the failure to complete the merger, including the following:

If the merger is not completed, these risks could materially affect the business, operating and financial results, and stock price of EQC.

If the merger is not completed, the ongoing business of MNR could be adversely affected and MNR will be subject to a variety of risks associated with the failure to complete the merger, including the following:

If the merger is not completed, these risks could materially affect the business, operating and financial results, and stock price of MNR.

In response to the pending merger, some tenants, prospective tenants, vendors, or developers of each of EQC and MNR may make decisions which could adversely affect the revenues, earnings, cash flows, and expenses of EQC

and MNR, regardless of whether the merger is completed. There is also a risk that MNR may be unable to retain key personnel during the pendency of the merger. In addition, due to operating restrictions in the merger agreement, EQC and MNR may be unable, during the pendency of the merger, to pursue other strategic transactions. MNR may also be unable to undertake certain capital projects, acquisitions, financing transactions, and other actions.

Shareholder class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. There can be no assurances as to the outcome of such lawsuits, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the merger on the agreed-upon terms, such an injunction may delay or prevent the merger from being completed, which may adversely affect each of EQC’s and MNR’s respective business, results of operations and financial position.

The merger will dilute the ownership position of EQC shareholders and result in MNR shareholders having an ownership stake in the Combined Company that is smaller than their current stake in MNR. Upon completion of the merger and after giving effect to the issuance of EQC common shares in connection therewith, we estimate that continuing EQC shareholders will own approximately 65% of the issued and outstanding common shares of the Combined Company, and former MNR common shareholders will own approximately 35% of the issued and outstanding common shares of the Combined Company. Consequently, EQC shareholders and MNR shareholders, as a general matter, will have less influence over the management and policies of the Combined Company after the effective time of the merger than each currently exercise over the management and policies of EQC or MNR, as applicable.

Certain directors and the executive officers of MNR have arrangements that provide them with interests in the merger that are different from, or in addition to, those of the MNR shareholders, generally. These interests include, among other things, the receipt of consideration in exchange for cancellation of outstanding unvested MNR equity awards, the receipt of contractual severance and/or transaction bonus payments by certain MNR executive officers, the continued employment of certain MNR executive officers following the closing of the merger, the right to continued indemnification and insurance coverage and, for two MNR directors, service as trustees of the Combined Company. In addition, it is contemplated that all current employees of MNR, other than Eugene Landy and Michael Landy, will continue employment with the Combined Company for a period of at least one year following the consummation of the merger. These interests, among other things, may influence or may have influenced the directors and executive officers of MNR to support or approve the merger.

The Combined Company expects to incur substantial expenses in connection with completing the merger and integrating the business, operations, networks, systems, technologies, policies, and procedures of MNR with those of EQC. There are several systems that must be integrated, including accounting, finance and property management. While EQC has assumed that it will incur significant transaction and integration expenses, there are a number of factors beyond its control that could affect the total amount or the timing of the Combined Company’s integration expenses. Many of the transaction and integration expenses that will be incurred, by their nature, are difficult to estimate accurately. As a result, the actual transaction and integration expenses incurred in connection with the merger could exceed the expenses estimated to be incurred in connection with the integration of the business.

The merger involves the combination of two companies that currently operate as independent public companies. The Combined Company will be required to devote significant management attention and resources to integrating the companies’ portfolio and operations. Potential difficulties that the Combined Company may encounter in the integration process include, among others, the following:

Following the merger, the Combined Company expects to continue to expand its portfolio through additional acquisitions. The future success of the Combined Company will depend, in part, upon the ability of the Combined Company to expand its portfolio and manage its expanded operations, which may pose substantial challenges for the Combined Company. There is no assurance that the Combined Company’s expansion or acquisition opportunities will be successful, that the Combined Company will manage its expanded portfolio successfully or that the Combined Company will achieve the benefits anticipated from the merger.

MNR is party to certain agreements, including loan agreements, leases and certain other contracts, that may give the counterparty certain rights in connection with the merger, including in some cases certain consent rights or preferential options with respect to certain properties or the right to call an event of default under certain loan agreements if no such consent is provided. Under some of these agreements, the merger may trigger such rights, and any such counterparty may request modifications of their respective agreement as a condition to granting a waiver or consent. EQC and MNR cannot provide any assurances that such counterparties will not exercise, or attempt to exercise, their rights under these agreements, or that the exercise, or attempted exercise, of rights under, or modification of, these agreements will not adversely affect the business or operations of the Combined Company.

The MNR portfolio is comprised primarily of industrial assets and the merger represents a strategic transition for EQC’s business into the industrial sector that will require a different set of management expertise and experience. Although EQC expects to have access to the appropriate resources, relationships and expertise to manage and grow the Combined Company portfolio, there can be no assurance that the Combined Company will be successful in the utilization, development, or procurement of such resources, relationships, and expertise. As a result, the Combined Company may not be able to successfully manage and grow the Combined Company portfolio, and may not achieve the returns it expects, which could have a material adverse effect on the Combined Company.

It could be difficult for the Combined Company to sell the office properties currently owned by EQC on favorable terms, or at all. This may limit the Combined Company’s ability to successfully manage and grow its industrial portfolio which could adversely affect the business or operations of the Combined Company.

The Combined Company may face competition from various entities for investment opportunities in industrial properties, including other REITs, pension funds, insurance companies, investment funds and companies, partnerships and developers. Competition from these entities may reduce the number of suitable investment opportunities available to the Combined Company or increase the bargaining power of property owners seeking to sell. This competition may cause the Combined Company to acquire properties at higher prices than it would otherwise, and in such case the Combined Company’s returns would be lower than they otherwise would be.

It is a condition to the obligation of EQC to complete the merger that it receive a written opinion of MNR’s tax counsel to the effect that, for MNR’s taxable year ended September 30, 2008 and through its taxable year ended September 30, 2020, MNR has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation through the date of such opinion has enabled, and its proposed method of operation will continue to enable, MNR to meet the requirements for qualification and taxation as a REIT through the effective time of the merger. The opinion will be subject to customary exceptions, assumptions, and qualifications and will be based on customary representations made by MNR, and if any such representations are or become inaccurate or incomplete, such opinion may be invalid and the conclusions reached therein could be jeopardized. In addition, the opinion will not be binding on the Internal Revenue Service, or the IRS, or any court, and there can be no assurance that the IRS will not take a contrary position or that such position would not be sustained. If MNR has failed or fails to qualify to be taxed under the Code as a REIT and the merger is completed, the Combined Company generally would succeed to and may incur significant tax liabilities and the Combined Company could possibly fail to qualify as a REIT. In addition, if MNR has failed or fails to qualify to be taxed under the Code as a REIT and the merger is completed, for the five-year period following the merger closing, upon a taxable disposition of any of MNR’s assets, the Combined Company generally would be subject to corporate level tax with respect to any gain in such asset at the time of the merger, and any of MNR’s earnings and profits accumulated in a non-REIT year must be distributed by the Combined Company before the end of the taxable year in which the merger closes. For more information, see “Risk Factors—Risks Related to Our Taxation as a REIT” in Part I, Item 1A of EQC’s Annual Report on Form 10-K for the year ended December 31, 2020 and “Risk Factors—Risks Related to Our Taxation as a REIT” in Part I, Item 1A of MNR’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and subsequent Quarterly Reports on Form 10-Q.

After the closing of the merger, the results of operations of the Combined Company, as well as the market price of common shares of the Combined Company, may be affected by other factors in addition to those currently affecting EQC’s or MNR’s stand-alone businesses. These factors include:

The market price of the Combined Company’s common shares may decline as a result of the merger if the Combined Company does not achieve the anticipated benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts, or the effect of the merger on the Combined Company’s financial results is not consistent with the expectations of financial or industry analysts. In addition, following completion of the merger, EQC shareholders will own interests in a Combined Company managing a portfolio in a new sector with a different mix of properties, risks, and liabilities. Accordingly, the historical market prices and financial results of EQC and MNR may not be indicative for the Combined Company after the merger. For a discussion of the businesses of EQC and MNR and certain risks to consider in connection with investing in those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus referred to under “Where You Can Find More Information and Incorporation by Reference.”

After the closing of the merger, MNR common shareholders who receive EQC common shares in the merger will have different rights as shareholders of the Combined Company than they currently have. For a detailed discussion of the significant differences between the current rights as a shareholder of MNR and the rights as a shareholder of the Combined Company following the merger, see “Comparison of Rights of the EQC Shareholders and the MNR Shareholders” beginning on page 144.

Following the merger, the Combined Company may not pay dividends at the same rate MNR has paid to its shareholders for various reasons, including, but not limited to, the following:

For one or more of the reasons set forth above, the Combined Company may not pay dividends in the future that are comparable to the dividends paid by MNR prior to the merger. The board of trustees of the Combined Company will ultimately determine the timing and amount of any dividends following the closing of the merger.

The unaudited pro forma combined financial information included elsewhere in this joint proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the merger been completed as of the date indicated, nor is it indicative of the future operating results or financial position of the Combined Company. The unaudited pro forma combined financial information does not reflect future events that may occur after the effective time of the merger, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the merger, and does not consider potential impacts of current market conditions on revenues or expense efficiencies. The unaudited pro forma combined financial information presented elsewhere in this joint proxy statement/prospectus is based in part on certain assumptions regarding the

merger that EQC and MNR believe are reasonable under the circumstances. EQC and MNR cannot assure you that the assumptions used to prepare the unaudited pro forma combined financial information will prove to be accurate in the future.

EQC and MNR intend that the merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The closing of the merger is conditioned on the receipt by each of EQC and MNR of a written opinion of its respective counsel to the effect that the merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. If the merger were to fail to qualify as a tax-free reorganization, then each MNR shareholder generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the EQC common shares and cash in lieu of any fractional EQC common share received by the MNR shareholder in the merger, and (ii) the MNR shareholder’s adjusted tax basis in its MNR common shares.

All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that EQC, MNR or persons acting on their behalf may issue.

Each of EQC and MNR expressly disclaims any duty to update any forward-looking statements appearing in this joint proxy statement/prospectus.

Two North Riverside Plaza

Suite 2100

Chicago, IL 60606

(312) 646-2800

Equity Commonwealth, a Maryland real estate investment trust, which we refer to as EQC, is a Chicago based, internally managed and self-advised real estate investment trust, or REIT, which currently owns and operates commercial office properties in the United States. EQC has elected to be taxed as a REIT under the Code.

EQC operates in an umbrella partnership real estate investment trust structure, or UPREIT, and conducts substantially all of its activities through EQC Operating Trust, a Maryland real estate investment trust, or the Operating Trust. EQC beneficially owned 99.8% of the outstanding shares of beneficial interest, or OP Units, in the Operating Trust, as of March 31, 2021, and EQC is the sole trustee of the Operating Trust. As the sole trustee, EQC generally has the power under the Operating Trust’s declaration of trust to manage and conduct the business of the Operating Trust, subject to certain limited approval and voting rights of the other holders of OP Units.

As of March 31, 2021, EQC’s portfolio consisted of four properties (eight buildings), with a combined 1.5 million square feet. Over the past seven years, EQC has disposed of $7.6 billion of assets, including 164 properties and three land parcels totaling 44.3 million square feet. EQC’s remaining four properties were 85.6% leased as of March 31, 2021. Since 2014, EQC has used proceeds from dispositions to retire $3.3 billion of debt and preferred shares and to pay $1.2 billion in distributions to its common shareholders. EQC has $3.0 billion of cash and cash equivalents and no debt outstanding as of March 31, 2021.

EQC’s common shares are listed on the NYSE under the symbol “EQC.”

EQC was formed in 1986 under Maryland law. EQC’s principal executive offices are located at Two North Riverside Plaza, Suite 2100, Chicago, IL 60606. EQC’s telephone number is (312) 646-2800. EQC’s website is www.eqcre.com. The information found on, or otherwise accessible through, EQC’s website is not incorporated into, and does not form a part of, this joint proxy statement/prospectus or any other report or document EQC files with or furnishes to the SEC.

The following is a discussion of certain of EQC’s investment, financing, and other policies. The investment policies and financing policies discussed below are established by the EQC Board and may be changed by the EQC Board at any time without EQC shareholder approval.

Investments in Real Estate or Interests in Real Estate

EQC conducts substantially all of its investment activities through the Operating Trust. In connection with the proposed merger, EQC is strategically transitioning its business into the industrial sector. Following closing of the merger, EQC’s strategic focus will be to integrate MNR’s industrial portfolio and to pursue opportunities to acquire additional industrial properties, targeting industrial real estate assets where strong fundamentals offer compelling risk-adjusted returns and opportunities for long-term value creation. EQC believes it has the resources, relationships, and expertise necessary to successfully manage and grow an industrial portfolio, including leveraging the prior experience of EQC’s senior team as owners and managers of industrial real estate, including through EQC and Equity Office Properties Trust.

In evaluating potential property investments and dispositions, EQC considers various factors, including but not limited to the following:

EQC does not have any policies that specifically limit the percentage of its assets that may be invested in any individual property, in any one type of property, in properties in one geographic area, in properties leased to any one tenant, in properties leased to an affiliated group of tenants, in real estate joint ventures or in participating, convertible or other types of mortgages. Following closing of the merger, EQC will seek to diversify tenant concentration through acquisitions and/or dispositions.

Following closing of the merger, EQC plans to dispose of its remaining four office properties over time in connection with its strategic transition into the industrial sector. EQC intends to use the proceeds from any future dispositions of office properties to acquire additional industrial properties.

EQC has no present intention of directly investing in mortgages. EQC may acquire properties that are subject to existing mortgages or other financing or which may be incurred in connection with acquiring or refinancing these properties, which may include payment of assumption fees, defeasance or yield maintenance costs.

EQC may invest in securities of other REITs, other entities engaged in real estate activities, or securities of other issuers. EQC does not intend that its investments in securities would require it to register as an investment company under the Investment Company Act, and EQC would intend to divest such securities before any such registration would be required.

Other than investments in U.S. government securities and other short-term cash equivalents, EQC has no present intention of investing in securities such as bonds, preferred stock or common stock issued by companies engaged in non-real estate-related activities.

Although EQC expects to have a significant cash balance following closing of the merger, EQC may use a variety of sources to finance its acquisitions and operations, including cash on hand, cash flows from operations and asset sales, issuances of unsecured debt securities, private financings (such as bank credit facilities, which may or may not be secured), property-level mortgage debt, issuances of common or preferred equity, or any combination of these sources, to the extent available, or other sources that may become available from time to time. Any debt that EQC incurs may be recourse or non-recourse and may be secured or unsecured. EQC may also assume debt as part of a transaction, or may mortgage its existing properties. In the future, EQC may also pursue an unsecured debt rating.

EQC may seek to issue securities senior to its common and/or preferred shares, including preferred shares or debt securities which may be convertible into EQC common shares or be accompanied by warrants to purchase EQC common shares. EQC may engage in transactions which involve a sale or other conveyance of properties to affiliated or unaffiliated entities. EQC also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire or sell partial interests in properties or businesses.

EQC may use the proceeds of its financings to pay distributions, to provide working capital, to refinance existing debt, to finance acquisitions and/or investments of existing or new properties or businesses, to finance expansions of existing properties or for general corporate purposes.

The EQC Board will consider a number of factors in evaluating the amount of debt that EQC may incur. The EQC Board may from time to time modify its views regarding the appropriate amount of debt financing in light of then-current economic conditions, relative costs of debt and equity capital, market values of properties, general conditions in the market for debt and equity securities, fluctuations in the market price of EQC common shares, growth and investment opportunities, and other factors. EQC’s decision to use leverage in the future to finance its assets and operations will be at the discretion of the EQC Board and management and will not be subject to the approval of EQC shareholders.

As of June 30, 2021, EQC owns the four commercial office properties described below.

The following table sets forth certain information with respect to 17^th Street Plaza’s historical occupancy:

The following table sets forth certain information as of March 31, 2021 with respect to the expiration of leases currently in place at 17^th Street Plaza through December 31, 2030:

Situated in Northwest Austin, Bridgepoint Square is a 5-building, 440,007 square foot, Class A campus with views of downtown Austin, Lake Austin, and the iconic 360 bridge. In addition to an on-site café, management office, fitness center and volleyball court, the property includes three parking structures offering an abundance of covered parking. Built between 1986 and 1997, Bridgepoint Square is 74% leased as of March 31, 2021.

As of March 31, 2021, one tenant at Bridgepoint Square leases 10% or more of the rentable square footage. An international energy company leases 18.3% of the rentable square footage; however, as of the date of this joint proxy statement/prospectus, the tenant has vacated its space. The lease, which expires on December 31, 2023, requires the tenant to pay base annual rent of approximately $25.22 per square foot on a monthly basis plus the reimbursement of certain expenses, provides for a 2.5% annual base rent increase. Although the tenant has the option to renew for one 5-year period, EQC does not currently expect the tenant to exercise its renewal option.

The following table sets forth certain information with respect to Bridgepoint Square’s historical occupancy:

The following table sets forth certain information as of March 31, 2021 with respect to the expiration of leases currently in place at Bridgepoint Square through December 31, 2030:

1250 H Street is an office building located in the East End submarket of D.C. just blocks away from the new City Center DC mixed-use development and major Metro lines. The 11-story, 196,490-square foot, granite curtain wall building features a recently constructed conference center and fitness facility, rooftop terrace, and a 3-level subterranean parking garage. Built in 1992, 1250 H Street was 85% leased as of March 31, 2021.

As of March 31, 2021, one tenant at 1250 H Street leases 10% or more of the rentable square footage. An audit, tax and consulting firm has commenced its lease on 6.8% of the rentable square footage and is anticipated to commence on the remaining space during the second quarter of 2022, totaling 16.4% of the rentable square footage. The lease, which expires on May 31, 2032, requires the tenant to pay base annual rent of approximately $54.50 per square foot on a monthly basis plus the reimbursement of certain expenses, provides for a 2.5% annual base rent increase and has the option for one 5-year renewal.

The following table sets forth certain information with respect to 1250 H Street’s historical occupancy:

The following table sets forth certain information as of March 31, 2021 with respect to the expiration of leases currently in place at 1250 H Street through December 31, 2030:

Capitol Tower is located in Austin’s central business district within walking distance of the Texas State Capitol, the University of Texas and many downtown amenities. This 20-story, 175,510-square foot, office building is Energy Star certified and offers downtown parking. Built in 1984, Capitol Tower is 84% leased as of March 31, 2021.

As of March 31, 2021, five of the tenants at the Capitol Tower lease 10% or more of the rentable square footage.

The following table sets forth certain information with respect to Capitol Tower’s historical occupancy:

The following table sets forth certain information as of March 31, 2021 with respect to the expiration of leases currently in place at Capitol Tower through December 31, 2030:

Bell Works, 101 Crawfords Corner Road

Suite 1405

Holmdel, NJ 07733

(732) 577-9996

Monmouth Real Estate Investment Corporation, a Maryland corporation, is a New Jersey based, internally managed and self-advised REIT that derives its income primarily from owning and leasing industrial and commercial real estate. MNR’s investment focus is to own well-located, modern, single-tenant industrial buildings, leased primarily to investment-grade tenants or their subsidiaries on long-term net leases.

As of May 31, 2021, MNR’s portfolio consisted of 120 properties with a total of 24.5 million leasable square feet, including 119 industrial properties and one retail property owned by a joint venture in which MNR holds a majority interest. MNR’s occupancy rate as of May 31, 2021 was 99.7%. MNR’s properties are located across 31 states: Alabama, Arizona, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin. Of MNR’s 120 properties, 63 properties, located across 26 states and representing approximately 46% of MNR’s total leasable square footage, are leased to subsidiaries of FedEx Corporation. An additional five MNR properties, located across four states and representing approximately 6% of MNR’s total leasable square footage, are leased to subsidiaries of Amazon.com, Inc. All of MNR’s leases are separate, stand-alone leases and none of MNR’s properties are subject to a master lease or any cross-collateralization agreements.

MNR’s common shares are listed on the NYSE, trading under the symbol “MNR”.

MNR is one of the oldest public equity REITs in the world, having been originally established in 1968 as a New Jersey business trust. In 1990, the business trust merged into a newly-formed Delaware corporation and, in May 2003, MNR reincorporated in Maryland by merging with and into a newly-formed Maryland corporation. MNR’s principal executive offices are located at 101 Crawfords Corner Road, Suite 1405, Holmdel, NJ 07733, and its telephone number is (732) 577-9996. MNR’s website is located at https://mreic.reit/. The information found on, or otherwise accessible through, MNR’s website is not incorporated into, and does not form a part of, this joint proxy statement/prospectus or any other report or document MNR files with or furnishes to the SEC.

References to the Combined Company are to EQC after the effective time of the merger. The Combined Company will be named Equity Commonwealth and will be a Maryland real estate investment trust.

Following completion of the merger, the board of trustees of the Combined Company will consist of (i) all of the members of the EQC Board serving immediately prior to the effective time of the merger, and (ii) Michael P. Landy and Sonal Pande, who have been designated by the MNR Board to serve on the board of trustees of the Combined Company following the completion of the merger in accordance with the terms of the merger agreement.

The table below sets forth the expected pro forma equity market capitalization and total market capitalization of the Combined Company after completion of the merger (based on the closing price of EQC’s common shares on May 4, 2021 of $28.95 per share, the last full trading day before the public announcement of the execution of the merger agreement by EQC and MNR and the closing price of EQC’s common shares on July 20, 2021 of $27.07 per share, the latest practicable trading day before the date of this joint proxy statement/prospectus).

Based on the expected timing for closing of the merger and the expected timing for two of MNR’s pending acquisitions, the Combined Company’s portfolio at the time of the completion of the merger is expected to consist of 122 properties with a total of 24.9 million leasable square feet, including 121 industrial properties and one retail property owned by a joint venture in which the Combined Company will hold a majority interest, and four office properties totaling 1.5 million square feet. The Combined Company plans to pursue opportunities to dispose of its remaining office properties over time, after which its portfolio will consist primarily of industrial assets in the United States.

The common shares of the Combined Company will continue to be listed on the NYSE, trading under the symbol “EQC”.

The Combined Company’s principal executive offices will be located at Two North Riverside Plaza, Suite 2100, Chicago, IL 60606, and its telephone number will be (312) 646-2800.

This joint proxy statement/prospectus is being furnished in connection with the solicitation of proxies from EQC shareholders for use at the EQC special meeting. This joint proxy statement/prospectus and accompanying form of proxy are first being mailed to the EQC shareholders on or about July 26, 2021.

The special meeting of the EQC shareholders will be held in a virtual-only format on August 17, 2021 at 10:00 a.m., Eastern Time. The EQC special meeting is being held to consider and vote upon the following matters:

This joint proxy statement/prospectus also contains information regarding the MNR special meeting, including the items of business for that special meeting. EQC shareholders are not voting on the proposals to be voted on at the MNR special meeting.

The EQC Board has unanimously (i) determined that the merger agreement and the merger, including the issuance of EQC common shares in connection with the merger, are advisable and in the best interests of EQC and its shareholders, (ii) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, and (iii) resolved to recommend approval of the issuance of EQC common shares in connection with the merger by the EQC shareholders and that such approval be submitted for consideration at the EQC special meeting. The EQC Board unanimously recommends that EQC shareholders vote FOR the EQC Issuance Proposal, and FOR the EQC Adjournment Proposal. For the reasons for this recommendation, see “The Merger—Recommendation of the EQC Board of Trustees and Its Reasons for the Merger” beginning on page 67.

Only holders of record of EQC common shares at the close of business on August 2, 2021, EQC’s record date for a special meeting, are entitled to notice of, and to vote at, the EQC special meeting and any adjournment of the special meeting. As of July 16, 2021, there were 121,940,355 EQC common shares outstanding, held by approximately 1,050 holders of record. Each EQC common share owned on EQC’s record date is entitled to one vote on each proposal to be voted on at the EQC special meeting.

EQC is commencing solicitation of proxies on or about July 26, 2021, which is before the record date for the EQC special meeting. EQC will continue to solicit proxies until August 17, 2021, the date of the EQC special meeting. EQC shareholder of record on August 2, 2021 who have not received this joint proxy statement/prospectus prior to that date will receive a joint proxy statement/prospectus and have the opportunity to vote on the matters described in the joint proxy statement/prospectus. Proxies delivered prior to the record date will be valid and effective so long as the shareholder providing the proxy is a shareholder of EQC on the record date. If you are not a holder of record of EQC on the record date, any proxy you deliver will be ineffective. If you deliver a proxy prior to the record date and remain a holder on the record date, you do not need to deliver another proxy after the record date. If you deliver a proxy prior to the record date and do not revoke that proxy, your proxy will be deemed to cover the number of shares you own on the record date even if that number is different from the number of shares you owned when you executed and delivered your proxy or the number of shares you own as of the date of the special meeting. Proxies received from persons who are not holders of record on the record date will not be effective.

If EQC shareholders hold EQC common shares in an account of a broker or other nominee and they wish to vote such shares, they must return their voting instructions to the broker or other nominee.

If EQC shareholders hold EQC common shares in an account of a broker or other nominee and attend the EQC special meeting, they should bring a letter from their broker or other nominee identifying them as the beneficial owner of such EQC common shares and authorizing them to vote.

If EQC shareholders hold their shares in “street name” and they fail to provide their broker or other nominee with any instructions regarding how to vote their EQC common shares, such shares held by brokers and other nominees will NOT be voted, and will NOT be present for purposes of determining a quorum.

If you are an EQC shareholder and do not vote or instruct your broker, bank, or nominee on how to vote your EQC common shares, your broker may not vote your shares on the EQC Issuance Proposal or the EQC Adjournment Proposal and your shares will not be deemed to be represented at the EQC special meeting. This will have the same effect as a vote AGAINST the EQC Issuance Proposal, but it will have no effect on the EQC Adjournment Proposal.

If you are an EQC shareholder and abstain from voting, it will have the same effect as a vote AGAINST the EQC Merger Proposal, but it will have no effect on the EQC Adjournment Proposal.

Approval of the EQC Issuance Proposal requires the affirmative vote of at least a majority of the votes cast on such proposal.

Approval of the EQC Adjournment Proposal, requires the affirmative vote of at least a majority of the votes cast on such proposal. If a quorum is not present, the chair of the EQC special meeting may adjourn the meeting.

The EQC Bylaws provide that the presence in person (which includes presence by means of remote communication at a virtual meeting) or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter constitutes a quorum at a meeting of its shareholders. Shares that are voted and shares abstaining from voting are treated as being present at the EQC special meeting for purposes of determining whether a quorum is present.

EQC shareholders may vote for or against each of the proposals submitted at the EQC special meeting in person (which consists of presence by means of remote communication at a virtual meeting) or by proxy, or may abstain.

EQC shareholders that have registered their EQC common shares directly in their name with EQC’s transfer agent, Equiniti Trust Company, are considered the shareholder of record with respect to those shares and may instruct the proxy holders named in the proxy card how to vote their EQC common shares in one of the following ways:

The internet and telephone proxy submission procedures are designed to authenticate EQC shareholders and to allow them to confirm that their instructions have been properly recorded. If you submit a proxy over the internet or by telephone, then you need not return a written proxy card or voting instruction card by mail. Proxies submitted over the internet, by telephone or by mail must be received by 11:59 p.m., Eastern Time, on August 16, 2021.

EQC shareholders should additionally refer to their proxy cards or the information forwarded by their broker or other nominee to see which options are available to them.

The method by which EQC shareholders submit a proxy will in no way limit their right to vote at the EQC special meeting if they later decide to attend the virtual special meeting and vote at the meeting. If EQC common shares are held in the name of a broker or other nominee, EQC shareholders must obtain a proxy, executed in their favor, from the broker or other nominee, to be able to vote in person at the EQC special meeting.

All EQC common shares entitled to vote and represented by properly completed proxies received prior to the EQC special meeting, and not revoked, will be voted at the EQC special meeting as instructed on the proxies. If EQC shareholders of record return properly executed proxies but do not indicate how their EQC common shares should be voted on a proposal, the EQC common shares represented by their properly executed proxy will be voted as the EQC Board recommends and therefore, FOR the EQC Issuance Proposal, and FOR the EQC Adjournment Proposal. If you do not provide voting instructions to your broker or other nominee, your EQC common shares will NOT be voted and will be considered broker non-votes.

EQC shareholders may revoke their proxy at any time prior to its use by (i) delivering a written notice of revocation to EQC’s Secretary at Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, (ii) filing a duly executed proxy bearing a later date with EQC, or (iii) attending and voting at the EQC special meeting. If your EQC common shares are held by a broker, bank or any other persons holding EQC common shares on your behalf, you must contact that institution to revoke a previously authorized proxy.

EQC will appoint an inspector of election for the EQC special meeting to determine whether a quorum is present and tabulate the affirmative and negative votes and abstentions.

The solicitation of proxies from EQC shareholders is made on behalf of the EQC Board. EQC will pay the cost of soliciting proxies from EQC shareholders. EQC has engaged D.F. King, to assist in the solicitation of proxies for the special meeting and EQC estimates it will pay D.F. King a fee of approximately $25,000 plus a success fee in an amount to be determined in the discretion of EQC. EQC has also agreed to reimburse D.F. King for reasonable expenses incurred in connection with the proxy solicitation in an amount not to exceed $20,000 and to indemnify D.F. King against certain losses, claims, damages, liabilities and expenses. In addition to mailing proxy solicitation materials, EQC’s trustees or officers, and employees of EQC may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to EQC’s trustees or officers, or to employees of EQC for such services.

In accordance with the regulations of the SEC and NYSE, EQC also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of EQC common shares.

EQC shareholders should call D.F. King if they have any questions or need assistance in voting their shares. EQC shareholders may call D.F. King toll-free at (877) 783-5524. Banks and brokers may call D.F. King collect at (212) 269-5550.

EQC shareholders are asked to approve the issuance of EQC common shares in connection with the merger. For a summary and detailed information regarding this proposal, see the information about the merger and the merger agreement throughout this joint proxy statement/prospectus, including the information set forth in sections entitled “The Merger” beginning on page 53 and “The Merger Agreement” beginning on page 116. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

Pursuant to the merger agreement, approval of the EQC Issuance Proposal is a condition to the closing of the merger. If the EQC Issuance Proposal is not approved, the merger will not be completed.

EQC is requesting that EQC shareholders approve the issuance of EQC common shares in connection with the merger. Approval of the EQC Issuance Proposal requires the affirmative vote of at least a majority of the votes cast at the special meeting on the proposal, assuming the presence of a quorum. Abstentions will have the effect of a vote against this proposal, but will be present for purposes of a quorum.

EQC shareholders are being asked to approve a proposal that will give the EQC Board the authority to adjourn the EQC special meeting one or more times to another date, time, place, or format, if necessary or appropriate, to permit, among other things, further solicitation of proxies, if necessary or appropriate, to obtain additional votes in favor of the EQC Issuance Proposal.

If at the EQC special meeting, the number of EQC common shares present in person or represented by proxy and voting in favor of the EQC Issuance Proposal is insufficient to approve such proposal, EQC intends to move to adjourn the EQC special meeting in order to enable the EQC Board to solicit additional proxies for approval of the EQC Issuance Proposal.

EQC is asking EQC shareholders to approve one or more adjournments of the special meeting to another date, time, place, or format, if necessary or appropriate, to solicit additional proxies in favor of the EQC Issuance Proposal. Approval of the EQC Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast at the special meeting on the proposal. If a quorum is not present, the chair of the EQC special meeting may adjourn the meeting.

The EQC Board unanimously recommends that EQC shareholders vote FOR the EQC Adjournment Proposal.

No business may be brought before the EQC special meeting except as set forth in the notice.

In order to attend the MNR special meeting, you must pre-register at www.cesonlineservices.com/mnr21_vm by 11:00 a.m. Eastern Time on August 16, 2021. To pre-register for the meeting, please follow these instructions:

MNR shareholders of record as of August 2, 2021 may register to participate in the MNR special meeting remotely by visiting the website www.cesonlineservices.com/mnr21_vm. Please have your proxy card, or notice, containing your control number available and follow the instructions to complete your registration request. After registering, MNR shareholders will receive a confirmation email with a link and instructions for accessing the virtual MNR special meeting. Requests to register to participate in the MNR special meeting remotely must be received no later than 11:00 a.m., Eastern Time, on August 16, 2021.

MNR shareholders whose shares are held through a broker, bank or other nominee as of the August 2, 2021 record date may register to participate in the MNR special meeting remotely by visiting the website www.cesonlineservices.com/mnr21_vm.

Please have your voting instruction form, notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, MNR shareholders will receive a confirmation email with a link and instructions for accessing the virtual MNR special meeting. Requests to register to participate in the MNR special meeting remotely must be received no later than 11:00 a.m., Eastern Time, on August 16, 2021.

If you have any questions or require any assistance with pre-registering, please contact MNR’s proxy solicitor, Okapi Partners, at (888) 785-6668.

The special meeting of the MNR shareholders will be held in a virtual-only format on August 17, 2021, commencing at 11:00 a.m., Eastern Time. The MNR special meeting will be held online via a live webcast at www.cesonlineservices.com/mnr21_vm. To participate in the MNR special meeting, you must pre-register at www.cesonlineservices.com/mnr21_vm by 11:00 a.m. Eastern Time on August 16, 2021.

At the MNR special meeting, the MNR shareholders will be asked to consider and vote upon the following matters:

This joint proxy statement/prospectus also contains information regarding the EQC special meeting, including the items of business for that special meeting. EQC shareholders are not voting on the proposals to be voted on at the MNR special meeting and MNR shareholders are not voting on the proposals to be voted on at the EQC special meeting.

MNR shareholders must approve the MNR Merger Proposal for the merger to occur. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A and the material provisions of the merger agreement are described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement.”

The vote on the MNR Compensation Proposal is a vote separate and apart from the vote on the MNR Merger Proposal contemplated by the merger agreement. Because the vote on the MNR Compensation Proposal is advisory only, it will not be binding on either MNR or EQC. Accordingly, if the MNR Merger Proposal is approved at the MNR special meeting and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding advisory vote on the MNR Compensation Proposal.

MNR does not anticipate calling a vote on the MNR Adjournment Proposal if the MNR Merger Proposal receives the requisite vote of holders of MNR common shares at the MNR special meeting.

The MNR Board unanimously (i) determined that the merger is advisable and in the best interests of MNR, (ii) approved the merger agreement and the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth in therein, and (iii) authorized the execution and delivery by MNR of the merger agreement. The MNR Board unanimously recommends that the MNR shareholders vote FOR the MNR Merger Proposal, FOR the MNR Compensation Proposal, and FOR the MNR Adjournment Proposal. For a discussion of the reasons for the MNR Board’s recommendation, see “The Merger—Recommendation of the MNR Board and Its Reasons for the Merger” beginning on page 70 of this joint proxy statement/prospectus.

Only holders of record of MNR common shares at the close of business on August 2, 2021, MNR’s record date for the MNR special meeting, are entitled to receive notice of, and to vote at, the MNR special meeting and any adjournment of the MNR special meeting. As of July 16, 2021, there were 98,302,207 MNR common shares outstanding, held by approximately 1,209 shareholders of record. Each MNR common share outstanding on MNR’s record date is entitled to one vote on each proposal to be considered at the MNR special meeting.

MNR is commencing solicitation of proxies on or about July 26, 2021, which is before the record date for the MNR special meeting. MNR will continue to solicit proxies until August 17, 2021, the date of the MNR special meeting. MNR shareholders of record on August 2, 2021 who have not received this joint proxy statement/prospectus prior to that date will receive a joint proxy statement/prospectus and have the opportunity to vote on the matters described in the joint proxy statement/prospectus. Proxies delivered prior to the record date will be valid and effective so long as the shareholder providing the proxy is a shareholder of MNR on the record date. If you are not a holder of record of MNR on the record date, any proxy you deliver will be ineffective. If you deliver a proxy prior to the record date and remain a holder on the record date, you do not need to deliver another proxy after the record date. If you deliver a proxy prior to the record date and do not revoke that proxy, your proxy will be deemed to cover the number of shares you own on the record date even if that number is different from the number of shares you owned when you executed and delivered your proxy. Proxies received from persons who are not holders of record on the record date will not be effective.

Approval of the MNR Merger Proposal requires the affirmative vote of at least two-thirds of the MNR common shares outstanding on the record date.

Approval of the MNR Compensation Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal.

Approval of the MNR Adjournment Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal. If a quorum is not present, the chair of the MNR special meeting may adjourn the meeting.

The MNR Bylaws provide that, at a meeting of MNR shareholders, the presence, in person or by proxy, of MNR shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting will constitute a quorum. Shares that are voted and shares abstaining from voting are treated as being present at the MNR special meeting for purposes of determining whether a quorum is present. The MNR Bylaws further provide that,

whether or not a quorum is present, a majority of the MNR shareholders entitled to vote and present at a meeting of MNR shareholders, in person or by proxy, have the power to adjourn the meeting from time to time to a date nor more than 120 days after the original record date without notice other than announcement at the meeting.

Because the required vote at the MNR special meeting for the proposal to approve the merger and the other transactions contemplated by the merger agreement is based on the number of votes entitled to be cast rather than on the number of votes cast on such proposal, abstentions will have the same effect as votes AGAINST such proposal. Abstentions will have no effect on either of the other two proposals to be considered at the MNR special meeting.

Under NYSE rules, all of the proposals in this joint proxy statement/prospectus are non-routine matters, so there can be no broker non-votes at the MNR special meeting. A broker non-vote occurs when shares held by a broker or other nominee are represented at a meeting, but the broker or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own MNR common shares through a broker or other nominee (i.e., in “street name”), you must provide voting instructions as described in “The MNR Special Meeting—MNR Common Shares Held in “Street Name” beginning on page 48. Because the MNR Merger Proposal requires the affirmative vote of at least two-thirds of the MNR common shares outstanding on the record date, the failure to provide your broker or other nominee with voting instructions will have the same effect as voting “AGAINST” such proposal. The failure to provide your broker or other nominee with voting instructions will have no effect on the MNR Compensation Proposal or the MNR Adjournment Proposal.

All holders of MNR common shares as of the close of business on MNR’s record date, August 2, 2021, including shareholders of record and beneficial owners of common shares registered in the “street name” of a broker, bank or other nominee, are invited to attend the MNR special meeting. To attend the MNR special meeting, you must provide proof of ownership of MNR common shares as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification.

In order to attend the MNR special meeting, you must pre-register at www.cesonlineservices.com/mnr21_vm by 11:00 a.m. Eastern Time on August 16, 2021. For additional information on how to pre-register for the MNR special meeting, see the section of this joint proxy statement/prospectus entitled “The MNR Special Meeting—Pre-Registering for the MNR Special Meeting.”

MNR shareholders of record will be able to vote in person at the MNR special meeting (which includes presence by means of remote communication at a virtual meeting). If you are not a MNR shareholder of record but instead hold MNR common shares in “street name” through a broker, bank or other nominee, and you wish to be able to vote your shares at the MNR special meeting, you must provide a legal proxy executed in your favor from your broker, bank, or other nominee as described below.

Attending the MNR special meeting does not by itself constitute a vote on any of the proposals to be considered at the MNR special meeting.

To ensure that your MNR common shares are voted at the MNR special meeting, we strongly recommend that you provide voting instructions promptly by proxy, even if you plan to attend the MNR special meeting.

If you are a holder of record of MNR common shares, you may provide voting instructions by proxy using one of the following methods:

The Internet and telephone proxy submission procedures are designed to authenticate shareholders and to allow them to confirm that their instructions have been properly recorded. If you submit a proxy over the Internet or by telephone, then you need not return a written proxy card by mail. The Internet and telephone facilities available to record holders will close at 11:59 p.m., Eastern Time on August 16, 2021.

The method by which MNR shareholders submit a proxy will in no way limit their right to vote at the MNR special meeting if they later decide to attend the virtual special meeting and vote in person. However, attendance by a MNR shareholder at the MNR special meeting (which includes presence by means of remote communication at a virtual meeting) will not revoke a previously submitted proxy unless the MNR shareholder votes in person at the MNR special meeting.

All MNR common shares entitled to vote and represented by properly completed proxies received prior to the MNR special meeting, and not revoked, will be voted at the MNR special meeting as instructed on the proxies. If MNR shareholders of record return properly executed proxies but do not indicate how their MNR common shares should be voted on a proposal, the MNR common shares represented by their properly executed proxy will be voted as the MNR Board recommends and therefore, FOR the MNR Merger Proposal, FOR the MNR Compensation Proposal, and FOR the MNR Adjournment Proposal.

If you are a holder of record of MNR common shares on the record date and you fail to return your proxy card or vote by telephone or via the Internet, unless you attend the MNR special meeting and vote in person, your MNR common shares will NOT be considered present at the MNR special meeting for purposes of determining whether a quorum is present and will NOT be voted. This will have the same effect as a vote “AGAINST” the MNR Merger Proposal and, assuming a quorum is present, will have no effect on the MNR Compensation Proposal or the MNR Adjournment Proposal.

If your MNR common shares are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your MNR shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

If MNR shareholders hold MNR common shares in an account of a broker, bank or other nominee and desire to attend the MNR special meeting and vote their shares at the MNR special meeting, they must provide a legal proxy executed in their favor from their broker, bank, or other nominee.

If MNR shareholders hold their shares in “street name” and they fail to provide their broker, bank, or other nominee with instructions regarding how to vote their MNR common shares, their MNR common shares will NOT be considered present at the MNR special meeting for purposes of determining whether a quorum is present and will NOT be voted. This will have the same effect as a vote “AGAINST” the MNR Merger Proposal and, assuming a quorum is present, will have no effect on the MNR Compensation Proposal or the MNR Adjournment Proposal.

MNR shareholders of record may change their vote or revoke their proxy at any time before it is exercised at the MNR special meeting by:

Attending the MNR special meeting without taking one of the actions described above will not revoke your proxy.

If a MNR shareholder submits multiple proxies, only the last dated proxy will count. Please note that if you want to revoke a proxy by mailing a new proxy card or by sending a written notice of revocation to MNR’s Corporate Secretary, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received before the MNR special meeting.

MNR shareholders who hold MNR common shares in “street name” through a broker, bank, or other nominee may revoke their voting instructions by following the instructions provided by their broker, bank, or other nominee. If you are a MNR shareholder holding shares in “street name” you may also revoke a prior proxy by voting in person at the MNR special meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee authorizing you to vote at the MNR special meeting.

Although it is not currently expected, the MNR special meeting may be adjourned or postponed if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the MNR special meeting to approve the MNR Merger Proposal or in the absence of a quorum.

Holders of a majority of the MNR common shares present in person or represented by proxy at the MNR special meeting, whether or not constituting a quorum, and entitled to vote may adjourn the MNR special meeting from time to time to a date not more than 120 days after MNR’s record date. Any such adjournment may be made without notice other than announcement at the MNR special meeting of the time, date, and place of the adjourned meeting. If a new record date is fixed for an adjourned MNR special meeting, notice of the adjourned meeting must be given to each MNR shareholder of record entitled to vote at the adjourned meeting. In addition, at any time prior to convening the MNR special meeting, the MNR Board may postpone the MNR special meeting. Adjournments and postponements are subject to certain restrictions set forth in the merger agreement.

MNR will appoint an inspector of election for the MNR special meeting to determine whether a quorum is present and tabulate affirmative and negative votes and abstentions.

The solicitation of proxies from MNR shareholders is made on behalf of the MNR Board. MNR will pay the cost of soliciting proxies from MNR shareholders. MNR has engaged Okapi Partners to assist in the solicitation of proxies for the special meeting and MNR estimates it will pay Okapi Partners a fee of approximately $950,000. MNR has also agreed to reimburse Okapi Partners for reasonable expenses incurred in connection with the proxy solicitation and to indemnify Okapi Partners against certain losses, claims, damages, liabilities and expenses. In addition to mailing proxy solicitation materials, MNR’s directors and officers, and employees of MNR may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to MNR’s directors or officers, or to employees of MNR for such services.

In accordance with the regulations of the SEC and NYSE, MNR also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of MNR common shares.

MNR common shareholders should not return their stock certificates or send in other documents evidencing ownership of MNR common shares with the proxy card. If the merger is completed and you are a MNR shareholder whose MNR common shares are evidenced by stock certificates, the exchange agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your MNR common shares evidenced by stock certificates for the EQC common shares to be issued to you pursuant to the merger.

MNR is asking its shareholders to approve the merger and the other transactions contemplated by the merger agreement. For a summary and detailed information regarding the MNR Merger Proposal and the merger, see the information about the merger and the merger agreement throughout this joint proxy statement/prospectus, including the information set forth in the sections entitled “The Merger” beginning on page 53 and “The Merger Agreement” beginning on page 116. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

As discussed in the section entitled “The Merger—Recommendation of the MNR Board of Directors and Its Reasons for the Merger” after careful consideration, the MNR Board unanimously (i) determined that the merger is advisable and in the best interests of MNR, (ii) approved the merger agreement and the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein, and (iii) authorized the execution and delivery by MNR of the merger agreement.

Pursuant to the merger agreement, approval of the MNR Merger Proposal is a condition to the consummation of the merger. If the MNR Merger Proposal is not approved, the merger will not occur.

MNR is requesting that MNR shareholders approve the MNR Merger Proposal.

Approval of the MNR Merger Proposal requires the affirmative vote of holders of at least two-thirds of the MNR common shares outstanding on the record date. For purposes of this vote, an abstention or failure to vote, or a failure to provide your broker or other nominee with voting instructions, will have the same effect as a vote “AGAINST” the MNR Merger Proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, MNR is required to provide its shareholders with an opportunity to cast an advisory (non-binding) vote on certain compensation that may be paid or become payable to MNR’s five executive officers, as determined in accordance with Item 402(t) of Regulation S-K, that is based upon or otherwise relates to the proposed merger and the other transactions contemplated by the merger agreement, as discussed in the section entitled “The Merger— Interests of MNR’s Directors and Executive Officers in the Merger — Qualification of Payments and Benefits to MNR’s Named Executive Officers,” including the footnotes to the tables in such section and the associated narrative discussion.

MNR is asking its shareholders to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the executive officers of Monmouth Real Estate Investment Corporation in connection with the merger and the other transactions contemplated by the merger agreement, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the joint proxy statement/prospectus entitled “The Merger—Interests of MNR’s Directors and Executive Officers in the Merger,” including the footnotes to the table in such section and the associated narrative discussion, is hereby APPROVED.”

The vote on the MNR Compensation Proposal is a vote separate and apart from the vote on the proposal to approve the merger and the other transactions contemplated by the merger agreement. Because the vote on the MNR Compensation Proposal is advisory only, it will not be binding on either MNR or EQC, regardless of whether the merger is completed. Accordingly, if the MNR Merger Proposal is approved at the MNR special meeting and the merger is completed, the merger-related compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote by MNR shareholders on the MNR Compensation Proposal.

Approval of the MNR Compensation Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal. For purposes of this vote, an abstention or failure to vote, or a failure to provide your broker or other nominee with voting instructions, will have no effect, provided a quorum is otherwise present.

MNR shareholders are being asked to approve a proposal that will authorize the MNR Board to adjourn the MNR special meeting one or more times to another date, time, place, or format, if necessary or appropriate, including to permit solicitation of additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement if there are not sufficient votes at the time of the MNR special meeting to approve the merger and the other transactions contemplated by the merger agreement.

If, at the MNR special meeting, the number of MNR common shares present or represented by proxy and voting for the approval of the MNR Merger Proposal is insufficient to approve such proposal, MNR intends to adjourn the MNR special meeting to another place, date or time in order to enable the MNR Board to solicit additional proxies for approval of the MNR Merger Proposal, including the possible solicitation of proxies from MNR shareholders who have previously voted.

Approval of the MNR Adjournment Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal. For purposes of this vote, an abstention or failure to vote, or a failure to provide your broker or other nominee with voting instructions, will have no effect.

The MNR Board unanimously recommends that MNR shareholders vote FOR the MNR Adjournment Proposal.

No business may be brought before the MNR special meeting except as set forth in the notice.

sector. Following that discussion, the MNR Board unanimously determined that the Initial Blackwells Proposal was not in the best interests of MNR and directed management to convey the MNR Board’s determination to Blackwells. On December 10, 2020, Eugene Landy delivered a letter to Mr. Aintabi informing Mr. Aintabi of the MNR Board’s determination.

On December 16, 2020, MNR entered into an engagement letter with CSCA under which CSCA would provide general advisory services. MNR decided to engage CSCA based on, among other things, CSCA’s substantial experience in the REIT industry and MNR’s long-standing relationship with CSCA.

On December 17, 2020, Mr. Aintabi telephoned Michael Landy and informed him that Blackwells intended to submit a revised proposal.

After market close on December 18, 2020, Blackwells delivered its revised proposal to Eugene Landy and Michael Landy offering to pay $18.00 per share in cash to acquire all of the outstanding common shares of MNR (the “Revised Blackwells Proposal”) and otherwise under substantially the same terms and conditions as the Initial Blackwells Proposal. On December 18, 2020, the date of the Revised Blackwells Proposal, MNR common shares had closed at $16.99 per share on the NYSE.

On December 20, 2020, Michael Landy sent the Revised Blackwells Proposal to the full MNR Board, along with a note from Eugene Landy expressing his view that the Revised Blackwells Proposal was not in the best interests of MNR in light of MNR’s growth prospects and indicating that the Revised Blackwells Proposal would be discussed at the upcoming MNR Board meeting scheduled for January 14, 2021.

Later on December 20, 2020, Bloomberg News published an article reporting that Blackwells had offered to acquire MNR for $18.00 per share in cash.

On December 21, 2020, Blackwells issued a press release disclosing the Revised Blackwells Proposal, including the full text of Mr. Aintabi’s December 18, 2020 letter that accompanied the Revised Blackwells Proposal. Following publication of the Bloomberg News article and Blackwells’ press release, the price of MNR’s common shares increased $0.72 per share to a closing price of $17.71 per share on December 21, 2020.

Also on December 21, 2020, MNR publicly disclosed its receipt of the two proposals from Blackwells, stating that, consistent with its fiduciary duties and in consultation with its financial and legal advisors, the MNR Board would consider the Revised Blackwells Proposal at its next meeting, which, as noted below, occurred on January 14, 2021.

On December 22, 2020, CSCA received an inquiry from a large private investment firm primarily focused on global real estate, which we refer to as “Bidder A”, indicating an interest in exploring a potential acquisition of MNR.

On December 23, 2020, prior to receiving any response from MNR regarding the Revised Blackwells Proposal, Blackwells delivered a written notice to MNR, stating that it intended to nominate a slate of four director candidates, including Allison Nagelberg, MNR’s former general counsel, for election at MNR’s 2021 annual meeting of shareholders and to submit six non-binding proposals to be voted on by MNR shareholders at the 2021 annual meeting. This was the first time that MNR learned that Ms. Nagelberg was working with Blackwells.

On December 29, 2020, Land & Buildings Capital Growth Fund, LP (“Land & Buildings”), a shareholder of MNR, delivered a written notice to MNR indicating its intention to nominate its own slate of four director candidates for election at MNR’s 2021 annual meeting and to submit one non-binding proposal to be voted on by MNR shareholders at the 2021 annual meeting.

On December 31, 2020, MNR publicly disclosed the nomination notices received from Blackwells and Land & Buildings. On July 20, 2021, Land & Buildings delivered a written notice to MNR to inform MNR that it was withdrawing its nomination notice.

On January 6, 2021, MNR and CSCA received inquiries from Mr. Aintabi and DBSI, Blackwells’ financial advisor, respectively, seeking to arrange a meeting between DBSI and CSCA. MNR did not respond to Mr. Aintabi’s inquiry and, at MNR’s direction, CSCA did not respond to DBSI’s inquiry.

On January 13, 2021, MNR formally engaged J.P. Morgan as an additional financial advisor to MNR in connection with a possible decision by the MNR Board to explore strategic alternatives. MNR engaged

J.P. Morgan based on J.P. Morgan’s substantial industry knowledge, its experience with strategic alternatives processes for other real estate companies and MNR’s prior experience working with J.P. Morgan. MNR also entered into an additional engagement letter with CSCA dated as of January 13, 2021, expanding the scope of CSCA’s engagement to include advising and assisting in connection with a potential strategic alternatives review process.

On January 14, 2021, at its regular quarterly board meeting, the MNR Board considered, among other things, the Revised Blackwells Proposal. In addition to members of MNR management, in attendance for portions of the meeting were representatives of CSCA, J.P. Morgan, Venable, MNR’s proxy advisor, Okapi Partners, and MNR’s investor relations advisor, Joele Frank. CSCA made a presentation to the MNR Board analyzing the Revised Blackwells Proposal utilizing various financial methodologies. In addition, CSCA, Okapi Partners and Joele Frank made a joint presentation relating to the MNR Board nominations and shareholder proposals submitted by Blackwells and Land & Buildings in late December 2020, and Venable reviewed the duties of the MNR Board under Maryland law with respect to evaluating shareholder nominations and proposals.

Following the presentations, the MNR Board further discussed the Revised Blackwells Proposal, noting that the absence of committed equity or debt financing made a potential transaction with Blackwells highly uncertain, and that Blackwells had no public record of having previously consummated an acquisition of a public company. The MNR Board also compared the increased per share price proposed by Blackwells against the value of MNR, including MNR’s growth prospects and the positive outlook for the industrial sector, taking into account the analysis provided by CSCA with respect to the Revised Blackwells Proposal. In addition, the MNR Board considered Blackwells’ selection of MNR’s former general counsel as one of Blackwells’ nominees to be an adversarial action by Blackwells, raising, in MNR’s view, both legal and ethical concerns. Following the discussion, the MNR Board unanimously determined that the Revised Blackwells Proposal was not in the best interests of MNR and directed MNR’s management to inform Blackwells and to issue a press release announcing its determination.

During the meeting, the MNR Board also determined, following a presentation by representatives of J.P. Morgan, that it would be in the best interests of MNR to explore potential strategic alternatives, including a potential sale of MNR. To better enable the MNR Board to undertake that review, the MNR Board decided to form a Strategic Alternatives Committee, consisting of four directors, K.C. Conway and Scott Robinson (each an independent director) and Michael Landy and Kevin Miller, that could more efficiently manage and oversee the day-to-day review process and make recommendations to the MNR Board.

Also at the January 14, 2021 board meeting, the MNR Board and MNR’s New Jersey counsel engaged in a lengthy discussion regarding the nomination by Blackwells of MNR’s former general counsel, Ms. Nagelberg, for election to the MNR Board. The MNR Board discussed Ms. Nagelberg’s legal and ethical obligations as its former general counsel, including pursuant to her professional duties owed to MNR and her contractual arrangements with MNR, with respect to confidential information she had obtained in such capacity. Following the discussion, the MNR Board appointed a litigation committee, consisting of two directors (Neal Herstik and Samuel Landy), to review the circumstances of Ms. Nagelberg’s nomination and to pursue and oversee legal action against Ms. Nagelberg and Blackwells.

On January 14, 2021, following the MNR Board meeting, Eugene Landy sent a letter to Mr. Aintabi stating that the MNR Board had reviewed the Revised Blackwells Proposal with its legal and financial advisors and had determined that it was not in the best interests of MNR and its stockholders. Mr. Landy also informed Mr. Aintabi that the MNR Board had decided to explore potential strategic alternatives to maximize shareholder value and had retained J.P. Morgan and CSCA to assist and advise the MNR Board in that review.

Also on January 14, 2021, MNR publicly disclosed the MNR Board’s determinations to reject the Revised Blackwells Proposal and to conduct a review of MNR’s potential strategic alternatives. Shortly following MNR’s announcement, representatives of Bidder A contacted both CSCA and J.P. Morgan to reiterate Bidder A’s interest in exploring a potential transaction. On January 15, 2021, Blackwells issued a press release expressing, among other things, its support for MNR’s strategic alternatives process while demanding that the MNR Board create a special committee of independent directors, unaffiliated with the Landy family, to oversee the process. The press release also contained information regarding its director nominees to the MNR Board.

Shortly after the January 14, 2021 MNR Board meeting, at the request of the MNR Board, and with the assistance of J.P. Morgan and CSCA, MNR management began preparing a Confidential Information Memorandum to be provided to potential counterparties to a strategic transaction. During this period, J.P. Morgan and CSCA also received inquiries from a number of parties interested in participating in the strategic alternatives process.

On January 19, 2021, MNR management held an organizational meeting with J.P. Morgan and CSCA to discuss the strategic alternatives process.

Also on January 19, 2021, the MNR Board received a letter from Land & Buildings requesting that the MNR Board immediately appoint Land & Buildings’ director nominees to the MNR Board and to the Strategic Alternatives Committee. Subsequently on January 26, 2021, Land & Buildings issued a press release regarding its director nominees to the MNR Board.

On January 20, 2021, MNR commenced legal proceedings in the Superior Court of New Jersey, Chancery Division, Monmouth County (the “Court”), seeking injunctive relief and money damages against Ms. Nagelberg and Blackwells alleging that Ms. Nagelberg was in violation of her contractual, fiduciary and ethical obligations to MNR as a result of, among other things, serving as a Blackwells director nominee, and also alleging that Blackwells wrongfully induced Ms. Nagelberg’s wrongful actions. On February 1, 2021, at the direction of the MNR Board’s litigation committee, MNR rejected a request from Ms. Nagelberg for advancement of certain expenses incurred by her in connection with the legal proceedings. On February 17, 2021, Blackwells filed its response to MNR’s application for preliminary injunctive relief. On February 19, 2021, Ms. Nagelberg filed an answer to MNR’s complaint, as well as counterclaims against MNR seeking indemnification and advancement of expenses pursuant to the terms of her agreements with MNR and MNR’s charter and bylaws. On March 8, 2021, the Court heard arguments on MNR’s application for a preliminary injunction and denied MNR’s motion. On March 22, 2021, MNR requested leave to appeal the denial of its motion for a preliminary injunction, and Blackwells and Ms. Nagelberg filed an opposition to MNR’s motion on April 1, 2021. MNR’s motion for leave to appeal was denied on April 15, 2021. On April 1, 2021, Ms. Nagelberg moved for summary judgment on her counterclaim for advancement expenses. Discovery in the case is ongoing. Ms. Nagelberg’s motion for summary judgment on her counterclaim for advancement was scheduled to be heard on July 23, 2021, but has been adjourned by the court with no new date set.

On February 1, 2021, MNR and its advisors finalized a non-disclosure agreement to be circulated to potential counterparties. In addition, on February 1, 2021, at the request of MNR management, J.P. Morgan and CSCA provided MNR management with a draft list of approximately 90 potential counterparties, including financial sponsors, real estate investment trusts, sovereign wealth funds, pension funds, real estate managers and other financial and strategic investors that J.P. Morgan and CSCA believed could potentially have an interest in a transaction with MNR and likely would have the capability to consummate such a transaction. In response to the concerns regarding Blackwells previously expressed by the MNR Board and MNR management, the list prepared by J.P. Morgan and CSCA did not include Blackwells. Subsequently, based on feedback from MNR management, the advisors added the names of several additional potential counterparties to the draft list.

Later on February 1, 2021, a meeting of the Strategic Alternatives Committee was convened. In attendance at the meeting were members of MNR management, representatives of J.P. Morgan, CSCA and Venable. Michael Landy, along with representatives of CSCA, J.P. Morgan and Venable, provided an overview of the process being undertaken to explore strategic alternatives. The Strategic Alternatives Committee reviewed and discussed the list of approximately 90 potential counterparties that had been assembled by J.P. Morgan and CSCA with input from MNR management, noting that the list included numerous credible strategic and financial bidders, including Bidder A and various other parties that had contacted MNR or its advisors to express interest in a potential transaction. The committee also discussed the relevant considerations regarding the potential inclusion of Blackwells in the process, including those concerns previously discussed by the MNR Board as described above. Following this discussion, the Strategic Alternatives Committee determined not to include Blackwells among the potential counterparties to be contacted and approved the proposed list.

On February 2, 2021, pursuant to the direction of the Strategic Alternatives Committee, an informational teaser and related materials to be sent to potential counterparties were finalized by MNR management with the assistance of J.P. Morgan and CSCA, after which J.P. Morgan, CSCA and Michael Landy began contacting potential counterparties on the list approved by the committee.

On February 5 and 6, 2021, Michael Landy contacted several of the potential counterparties with whom Mr. Landy had existing relationships, including David Helfand, EQC’s Chief Executive Officer, to inquire as to whether the potential counterparty would be interested in participating in the strategic alternatives process. Mr. Landy had previously met Mr. Helfand when Mr. Helfand was serving as an executive of another real estate investment trust, Equity LifeStyle Properties, Inc. (NYSE: ELS). On February 7 and 11, 2021, Messrs. Landy and Helfand had follow-up conversations regarding EQC’s evaluation of a possible transaction, and Mr. Helfand expressed interest in participating in the strategic alternatives process.

On February 8, 2021, MNR received a letter from Blackwells demanding that MNR commence legal action against its directors based upon alleged breaches of fiduciary duties arising from the MNR Board’s failure to appoint a committee comprised solely of independent directors to evaluate the Revised Blackwells Proposal and in authorizing the commencement of legal proceedings against Ms. Nagelberg and Blackwells. The letter was sent the next day to the MNR Board by MNR’s general counsel with a note stating that a MNR Board meeting would be scheduled to discuss the letter.

On February 12, 2021, MNR engaged Stroock & Stroock & Lavan LLP (“Stroock”) to act as legal counsel to MNR and the MNR Board in connection with the strategic alternatives process.

During the first few weeks of February, pursuant to the direction of MNR’s Strategic Alternatives Committee, J.P. Morgan, CSCA and Michael Landy continued to contact potential counterparties on the list approved by the Strategic Alternatives Committee and had follow-up conversations with various potential counterparties, including EQC. Notably, several potential counterparties reported that they had been previously approached by Blackwells, beginning in the summer of 2020, to discuss the possibility of collaborating with Blackwells to acquire MNR. One of these counterparties stated to MNR’s advisors that it had been solicited by Blackwells to participate in a consortium that would provide equity financing for an acquisition of MNR and that Blackwells had claimed (wrongly) to be in direct negotiations with MNR to acquire MNR. These various reports underscored the concerns about Blackwells expressed by members of the MNR Board, including concerns regarding Blackwells’ ability to consummate an acquisition of MNR and the general credibility of Blackwells as a counterparty given the veracity of Blackwells’ statements described above regarding being in direct negotiations with MNR.

Between February 2 and March 5, 2021, MNR and its advisors negotiated and executed non-disclosure agreements (each a “Non-Disclosure Agreement” and collectively, the “Non-Disclosure Agreements”) with 36 potential counterparties that were contacted as part of the strategic alternatives review process, including with EQC and Bidder A, as well as with a publicly-traded REIT that owns and leases industrial and logistics properties throughout the United States, which we refer to as “Bidder B,” and a private owner and operator of industrial real estate in the United States, which we refer to as “Bidder C.” The 36 Non-Disclosure Agreements contained customary standstill provisions, nine of which expired by their terms upon MNR’s execution of the Merger Agreement or shortly thereafter. For the remaining 26 Non-Disclosure Agreements entered into with potential counterparties other than EQC, following execution of the Merger Agreement, MNR notified the counterparties that MNR was granting an irrevocable waiver of the standstill restrictions to permit the counterparties to submit a proposal, inquiry or indication of interest regarding a possible transaction to the MNR Board and to make a public announcement of any such proposal, inquiry or indication of interest, so long as, in any such case, such counterparties do not engage in discussions or negotiations, or enter into any agreements or understandings, whether or not legally enforceable, with any third party (excluding the counterparty’s affiliates and representatives) with respect to any such proposal, inquiry or indication of interest. Accordingly, all of the other 35 counterparties that entered into Non-Disclosure Agreements currently are free to make a public or private proposal to acquire or merge with MNR.

On February 15, 2021, MNR’s general counsel contacted Blackwells’ outside counsel to acknowledge receipt of Blackwells’ February 8, 2021 demand letter and advise them that the request would be considered by the MNR Board.

Beginning on February 17, 2021, access to an electronic data site containing the Confidential Information Memorandum and other non-public MNR information was provided to each of the 36 potential counterparties who entered into a Non-Disclosure Agreement with MNR. On February 19, 2021, pursuant to instructions from the Strategic Alternatives Committee, J.P. Morgan and CSCA posted on the data site a process letter, which was made available to the 36 potential counterparties, inviting them to submit preliminary proposals by March 16, 2021 (the “Round 1 Bid Deadline”).

During the first week of March 2021, MNR management and MNR’s financial advisors participated in due diligence meetings with EQC and Bidder A. MNR management and its financial advisors also had discussions and exchanged correspondence during this period with several other bidders, including Bidder B and Bidder C.

On March 8, 2021, a special meeting of the MNR Board convened for the purpose of considering Blackwells’ February 8, 2021 demand letter. In addition to members of MNR management, in attendance at the meeting were representatives of Stroock. Following a discussion of the demand letter, the MNR Board approved the formation of a “demand review committee” consisting of two independent directors, Brian Haimm and Sonal Pande, to review and consider Blackwells’ allegations and thereafter report to the MNR Board. This committee subsequently engaged the law firm of McDermott, Will & Emery LLP to provide legal advice and assistance in connection with the committee’s review. Since that time, the demand review committee investigated the allegations in the Blackwells demand letter. That investigation has concluded, and the demand review committee is in the process of completing its report. As that report will reflect, the demand review committee has determined in its business judgment that pursuit of the litigation set forth in the Blackwells demand letter would not be in the best interest of Monmouth and its shareholders, and, accordingly, the demand review committee will recommend to the MNR Board that it not institute such litigation.

On various occasions between January and March 2021, Blackwells and its advisors, contacted MNR and its advisors seeking Blackwells’ inclusion in the strategic alternatives process. At the direction of the Strategic Alternatives Committee, in view of the decision not to include Blackwells in the process for the reasons described above, MNR and its advisors did not respond to such contacts.

On March 10, 2021, Blackwells delivered a letter to the MNR Board expressing, among other things, Blackwells’ disappointment that they had not been invited to participate in MNR’s strategic alternatives review process. Noting that Blackwells was one of MNR’s largest shareholders, the letter stated that Blackwells had completed extensive due diligence and underwriting for a potential transaction to take MNR private, and that Blackwells was prepared to expeditiously negotiate a transaction. Blackwells noted that, following MNR’s public announcement of the strategic alternatives review process, Blackwells, directly or through its legal and financial advisors, had attempted on multiple occasions to contact MNR’s financial and legal advisors as well as Michael Landy, but had received no response. Blackwells also criticized MNR for having commenced the lawsuit against Blackwells and Ms. Nagelberg.

On March 12, 2021, MNR responded to Blackwells’ March 10 letter, stating, among other things, that the MNR Board had unanimously determined at its meeting on January 14, 2021, after careful analysis and consultation with its financial and legal advisors, that Blackwells’ proposal to acquire MNR at a price of $18.00 per share in cash was not in the best interests of MNR, and that nothing had transpired subsequent to the January MNR Board meeting to change the Board’s perspective. MNR’s March 12, 2021 letter also stated that Blackwells was free to submit another proposal.

On March 14, 2021, Michael Landy had a telephone conversation with Mr. Helfand during which Mr. Helfand indicated that EQC intended to propose a stock-for-stock exchange and expressed the view that an all-stock offer would allow MNR shareholders to continue to participate, on a tax efficient basis, in the growth of the industrial real estate sector and the benefits of the combined company, including a stronger financial profile and enhanced portfolio diversification over time.

In advance of the bid deadline, Michael Landy also spoke with representatives of Bidder A, who expressed a strong interest in the MNR portfolio and indicated they intended to submit a competitive proposal.

On March 16, 2021, a regular meeting of the EQC Board convened, during which Mr. Helfand and David Weinberg, EQC’s Executive Vice President and Chief Operating Officer, updated the EQC Board on a number of potential investment opportunities, including MNR. After discussion, the EQC Board indicated that it was supportive of EQC submitting the proposal to MNR.

On March 16, 2021 (the Round 1 Bid Deadline), MNR received four preliminary, non-binding proposals from EQC, Bidder A, Bidder B, and Bidder C. The proposal submitted by EQC represented the only all-stock transaction and provided for an exchange of each MNR common share for 0.571 EQC common shares, representing an implied value of $16.22 per MNR common share based on the trading price of EQC’s common shares at the time of EQC’s March 16 proposal. The proposal submitted by Bidder A contemplated an all-cash transaction with an offer price of $18.30 per share. Bidder A’s proposal stated that investment funds under

Bidder A’s control would commit the equity necessary to fund the transaction and that Bidder A planned to arrange approximately $2.5 billion of new debt but that Bidder A’s proposal would not be subject to any financing contingency as Bidder A was confident in its ability to finance a transaction. The proposal submitted by Bidder B contemplated an all-cash transaction with an offer price of $19.25 per share. Similar to Bidder A’s proposal, Bidder B’s proposal stated that there would be no financing contingency associated with Bidder B’s proposal and that, concurrently with the execution of a definitive acquisition agreement, Bidder B expected to enter into a definitive agreement with a global commercial bank for committed bridge financing in an amount sufficient to fund the transaction at closing, and attached a letter from the bank stating that the bank was highly confident of its ability to place such financing. The proposal submitted by Bidder C contemplated an all-cash transaction with an offer price of $19.50 per share. Bidder C’s proposal stated that Bidder C expected to finance the transaction with a combination of debt and equity and that internal resources as well as limited partner commitments would fund the equity portion and noted that Bidder C was highly confident that Bidder C could finance the transaction. None of the four preliminary proposals received by MNR addressed the ability of MNR to pay dividends in respect of its common shares during the period between the execution of a definitive agreement and the closing. On March 16, 2021, MNR’s common shares closed at $18.27 per share.

Between March 16 and March 18, 2021, Michael Landy and/or representatives of J.P. Morgan and CSCA spoke with each of the four bidders to discuss their preliminary proposals. During the call with EQC on March 18, 2021, Mr. Helfand acknowledged that EQC would give consideration to enhancing its offer during the next stage of the process based on EQC’s review of additional information made available to the bidders.

On March 19, 2021, a meeting of MNR’s Strategic Alternatives Committee was convened to discuss the four preliminary proposals. In addition to members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA and Stroock. MNR’s financial advisors made a presentation with respect to the four proposals and responded to questions from the committee. Following a discussion and given the reputation and experience of each of the bidders as leading firms primarily focused on owning and operating global real estate, the committee instructed J.P. Morgan and CSCA to invite each of EQC, Bidder A, Bidder B and Bidder C to continue to participate in the next stage of the strategic alternatives process. The committee noted that, as an all stock-transaction, the EQC proposal represented the only one of the four preliminary proposals that would provide MNR’s shareholders with the ability to participate in the continued growth of the industrial REIT sector on a tax efficient basis. The committee asked J.P. Morgan and CSCA to convey to EQC that EQC’s continued participation in the process was based on the committee’s understanding that EQC had indicated it would consider significantly improving its proposal in the next stage of the process.

On March 19, 2021, as requested by the Strategic Alternatives Committee, J.P. Morgan and CSCA contacted each of EQC, Bidder A, Bidder B and Bidder C to inform them that they were invited to participate in the next stage of the bidding process and, in the case of EQC, reiterating the committee’s understanding that EQC had expressed a willingness to consider significantly improving its proposal.

On March 22, 2021, the financial advisor to Bidder B contacted MNR’s financial advisors to request permission for Bidder B to partner with another potential investor, a sovereign wealth fund that had entered into a Non-Disclosure Agreement with MNR in February but had not submitted a proposal prior to the Round 1 Bid Deadline. Bidder B’s financial advisor indicated that this investor was a party to an existing joint venture with Bidder B to invest in industrial real estate. In an effort to enable Bidder B to improve its proposal, MNR approved the request and Bidder B was so notified.

On March 29, 2021, a videoconference was held to discuss due diligence matters among MNR management, J.P. Morgan, CSCA and representatives of EQC.

Also on March 29, 2021, pursuant to the direction of the Strategic Alternatives Committee, J.P. Morgan and CSCA distributed a letter (the “Round 2 Bid Letter”) to the four bidders inviting the submission of final proposals by April 20, 2021 (the “Round 2 Bid Deadline”).

On March 31, 2021, an in-person due diligence meeting took place at MNR’s executive offices among MNR management, Bidder A and their respective financial advisors. Around the time of this March 31 meeting, Bidder A expressed a desire, in conversations with Michael Landy and MNR’s financial advisors, to keep MNR management in place in the combined company but did not propose any specific employment arrangements.

Also on March 31, 2021, Blackwells delivered a letter to the MNR Board criticizing the MNR Board for pursuing a series of initiatives that Blackwells claimed were inconsistent with a public company board’s fundamental duties and calling upon the MNR Board to, among other things, engage with Blackwells and drop the litigation against Blackwells and Ms. Nagelberg. On April 9, 2021, MNR’s counsel responded to the Blackwells letter, and, on April 13, 2021, Blackwells’ counsel sent a reply.

On April 1, 2021, a regular quarterly meeting of the MNR Board was held which members of MNR management and representatives of J.P. Morgan, CSCA and Stroock attended. The MNR Board received an update from the Strategic Alternatives Committee and MNR’s legal and financial advisors on the status of the strategic alternatives review process. The MNR Board also adopted resolutions declaring MNR’s regular quarterly cash dividend of $0.18 per share on its common shares, payable on June 15, 2021 to common shareholders of record as of May 17, 2021, and its regular quarterly cash dividend of $0.3828125 per share on MNR’s Series C preferred stock, also payable on June 15, 2021 to holders of record as of May 17, 2021. Later in the day on April 1, 2021, MNR announced the MNR Board’s declaration of these quarterly dividends in a press release.

During April, Bidder B and Bidder C requested and received permission to speak with certain third-parties as potential sources of equity capital.

Beginning on April 4, 2021, Mr. Helfand initiated two conversations with Michael Landy to discuss EQC’s proposed plans for MNR’s existing employees, including offering MNR employees employment for a minimum of one year and severance thereafter. Mr. Helfand indicated to Michael Landy that he expected that the EQC management team would run the combined company and that there would be no continuing management roles for either Eugene Landy or Michael Landy.

On April 7, 2021, a bid form of merger agreement prepared by Stroock on behalf of MNR was provided to the four bidders.

Before the Round 2 Bid Deadline, various telephone calls and e-mails were exchanged between MNR and its advisors, on the one hand, and representatives of each of EQC, Bidder A, Bidder B and Bidder C, regarding diligence and process matters. Additionally, during this period, EQC, Bidder A and Bidder B conducted tours of a large number of MNR’s properties.

On April 9, 2021, representatives of EQC’s legal counsel, Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), contacted Stroock to discuss several questions relating to the bid form of merger agreement and shortly thereafter followed up and delivered an issues list. Also, on several occasions between April 12 and the Round 2 Bid Deadline, representatives of Stroock and Fried Frank, as well as Venable LLP, MNR’s Maryland REIT tax counsel, had telephone discussions regarding various tax, transaction structure and diligence-related matters.

Also on April 9, 2021, a videoconference was held to discuss due diligence items among MNR, its financial advisors and Bidder B.

Because EQC’s proposal contemplated a stock-for-stock transaction in which MNR shareholders would become shareholders of EQC, on April 9, 2021, MNR and EQC entered into a reverse non-disclosure agreement, and shortly thereafter EQC provided MNR and its advisors with access to a virtual data site containing non-public information about EQC to facilitate MNR’s due diligence on EQC.

On April 12, 2021, a follow-up videoconference was held to discuss additional diligence items among MNR, its advisors and Bidder A.

Also on April 12, 2021, Bidder B informed J.P. Morgan that Bidder B was contemplating partnering with a multi-national financial services company in connection with its proposal, and Bidder B was granted permission by MNR to work with this potential partner.

On April 14, 2021, Stroock and counsel to Bidder A held a conference call to discuss the draft merger agreement, including certain comments Bidder A’s counsel planned to include in their markup. Also on April 14, 2021, a follow-up videoconference was held to discuss additional due diligence items among MNR, its financial advisors and representatives of Bidder A.

On April 15, 2021, a special meeting of the EQC Board was convened for the purpose of considering EQC’s submission of a revised proposal to MNR. In addition to members of EQC management, in attendance at the meeting were representatives of EQC’s financial advisor, Goldman Sachs, and Fried Frank. During the meeting,

Fried Frank provided an overview of the EQC Board’s fiduciary duties and summarized the due diligence process and findings as well the terms of the draft merger agreement under negotiation. Goldman Sachs then delivered a presentation discussing, among other things, MNR’s business, and its preliminary financial analysis of a potential combination of EQC and MNR. Following a presentation from EQC’s management team and discussion, the EQC Board expressed unanimous support for submitting the revised proposal.

On April 15, 2021, Bidder B requested permission from MNR to speak to a large foreign pension fund as an additional source of equity capital and that request was granted.

During April, Michael Landy and Mr. Helfand exchanged a number of telephone calls and e-mails regarding EQC’s proposal and its overall vision for the combined company. Mr. Helfand advised Mr. Landy that EQC intended to significantly expand MNR’s portfolio utilizing EQC’s strong balance sheet to build a major industrial public REIT.

On April 19, 2021, Mr. Helfand informed Michael Landy that he intended to send a letter outlining the unique merits of EQC’s offer, including providing MNR’s shareholders with the ability to participate in the continued growth of the industrial REIT sector through a tax efficient, stock-for-stock exchange. Mr. Landy received Mr. Helfand’s letter later on April 19, 2021 and forwarded it to the other members of the Strategic Alternatives Committee for their review and consideration.

On April 20, 2021 (the Round 2 Bid Deadline), EQC and Bidder B delivered revised proposals along with comments on the bid form of merger agreement to MNR and its advisors. Bidder A also submitted comments on the bid form of merger agreement on April 20, 2021 and the following morning, April 21, 2021, submitted its revised proposal, specifying the per share price being offered by Bidder A. Bidder C did not submit a proposal. On April 20, 2021 MNR’s common shares closed at $18.23 per share.

EQC’s revised proposal provided for an all-stock transaction in which each MNR common share would be exchanged for 0.6638 EQC common shares. This revised proposal had a base price of $19.15 per share based on EQC’s closing stock price of $28.85 per share on April 20, 2021 and, when added to MNR’s previously declared common stock dividend of $0.18 per share to be payable June 15, 2021 (after the merger agreement was expected to be signed), would result in an effective price of $19.33 per share of MNR stock in light of EQC’s expressed willingness to refrain from paying a matching pre-merger cash dividend to EQC’s common stockholders in respect of MNR’s previously declared dividend. Under EQC’s proposal, the MNR Board would have the right to designate two individuals to be added to the combined company’s board, and the combined company would be managed by EQC’s current management team. In addition, EQC would offer MNR’s existing employees one year of employment and two years of severance upon termination (consistent with MNR’s change-of-control severance plan adopted in January 2021). EQC’s offer letter stated that the offer was not contingent upon securing any debt financing or any additional diligence, and was subject only to confirmatory due diligence, finalization of transaction documents, and approval of the final definitive merger agreement by EQC’s Board, as well as approval of the issuance of EQC shares in the merger by the affirmative vote of at least a majority of the votes cast by EQC shareholders on the proposal.

Bidder A’s revised proposal consisted of an all-cash offer, on behalf of a private REIT affiliated with Bidder A that invests in income-producing real estate, to acquire all of the common shares of MNR for a stated price of $19.00 per share. Bidder A’s revised proposal prohibited the payment of any dividends to holders of MNR’s common shares between signing and closing of the merger agreement, which would include MNR’s previously declared dividend of $0.18 per share payable on June 15, 2021, other than dividends necessary to maintain MNR’s REIT qualification, and required that the stated price of $19.00 per share be reduced by the amount of any such REIT qualification dividends paid between signing and closing. Bidder A’s offer contained no financing contingencies and stated that all financing for the transaction would be fully committed prior to execution of definitive transaction documents, explaining that commitments for debt financing and an equity bridge had been obtained by Bidder A from a global commercial bank, to supplement equity to be provided by the acquiring REIT and thereby ensure that the transaction would not be subject to any risk of future fundraising. Bidder A’s offer letter attached highly confident letters from its bank with respect to both the debt financing and the equity bridge and Bidder A indicated that commitment letters for both facilities were in near final form and would be finalized prior to April 26, 2021. Bidder A stated that Bidder A’s offer had received full approval from Bidder A’s investment committee and no further approvals or due diligence would be required.

Bidder B’s revised proposal consisted of an all-cash offer to acquire all of the common shares of MNR at a price of $18.50 per share. Bidder B’s offer prohibited the payment of any dividends to holders of MNR’s common shares between signing of the merger agreement and the closing of the merger, notwithstanding that the MNR Board had previously declared an $0.18 per share dividend payable on June 15, 2021. Bidder B’s offer letter stated that Bidder B had completed substantially all of its due diligence and noted that, simultaneously with entering into definitive documentation regarding the transaction, Bidder B would enter into a committed bridge financing with a global commercial bank in an amount sufficient to fund the transaction at closing, and enclosed a draft of a financing commitment letter from this bank. In addition to requiring final approval of the offer from Bidder B’s Board of Trustees, Bidder B’s offer letter noted that, as discussed with MNR and its financial advisors, Bidder B intended to enter into a joint venture with two institutional investors concurrently with the closing of the transaction and accordingly would require execution of a joint venture agreement with the two investors prior to entering into definitive documentation with MNR, a process which Bidder B expected would be completed within two weeks after notification to Bidder B that its transaction terms were acceptable.

On April 21, 2021, a meeting of the Strategic Alternatives Committee was convened to review and discuss the revised proposals. In addition to members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA, and Stroock. MNR’s legal and financial advisors made presentations regarding the revised proposals and the committee discussed and compared the proposals at length. Following the discussion, the committee determined, after consultation with MNR’s advisors, that in light of the competitive nature of the bids, an additional round of bidding was advisable, and it was agreed that each of EQC, Bidder A and Bidder B should be invited to submit “best and final” offers the following week, which would require that any necessary financing be in place by May 2, 2021.

On April 22, 2021, as instructed by the Strategic Alternatives Committee, J.P. Morgan and CSCA contacted EQC, Bidder A and Bidder B to request best and final proposals from each party by 12:00 pm, Eastern Time, on Wednesday, April 28, 2021 (the “Final Bid Deadline”).

On April 23, 2021, a special meeting of the MNR Board was convened for the purpose of discussing the revised proposals that had been submitted in the Round 2 process. In addition to members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA and Stroock. Following presentations by MNR’s advisors summarizing the revised proposals, the Strategic Alternatives Committee and the advisors updated the MNR Board and reported that the Strategic Alternatives Committee had determined to ask each of EQC, Bidder A, and Bidder B to submit best and final proposals by April 28, 2021.

Also on April 23, 2021, Bidder B informed J.P. Morgan that it was withdrawing from the process, explaining that it was not in a position to improve their proposal and would not have sufficient time to negotiate and secure equity commitments from its joint venture partners needed to enter into a binding merger agreement by the Final Bid Deadline or shortly thereafter.

During late April and continuing through May 4, 2021, Stroock, J.P. Morgan and CSCA continued to conduct reverse due diligence on behalf of MNR with respect to EQC and its business.

On April 25, 2021, Stroock delivered revised drafts of the merger agreement to Fried Frank and to Bidder A’s counsel. Between April 26 and 30, 2021, telephone discussions were held among representatives of Stroock, MNR’s Maryland REIT tax counsel, and Fried Frank, EQC’s legal counsel, concerning certain tax aspects of the merger agreement.

Because EQC’s proposal offered a stock-for-stock transaction in which MNR shareholders would become shareholders of EQC, after discussion with MNR’s advisors, the MNR Board invited EQC’s management team to address the MNR Board on April 28, 2021 regarding EQC’s strategy and business plan for the combined company following the proposed merger.

On April 28, 2021 (the Final Bid Deadline), EQC and Bidder A each submitted best and final proposals. EQC’s final proposal consisted of an all-stock offer with 0.67 EQC shares to be issued in exchange for each MNR common share, resulting in a base offer price of $19.08 per share based on EQC’s closing stock price of $28.48 on April 27, 2021. In addition, EQC’s final proposal (including the draft merger agreement submitted therewith) provided for up to $0.36 of additional value to MNR shareholders by allowing MNR to pay the $0.18 per share regular quarterly common dividend that had been declared in April 2021, and by allowing MNR to declare and pay an additional $0.18 regular quarterly common dividend (which, as noted below, the MNR Board later

declared on July 1, 2021), without EQC declaring or paying a matching pre-merger cash dividend to EQC’s shareholders. As with its prior proposal, EQC provided that the MNR Board would have the right to designate two individuals to be added to the combined company’s board and that the combined company would be managed by EQC’s current management team. EQC would offer MNR’s existing employees one year of employment and two years of severance upon termination. EQC’s offer letter stated that EQC’s offer was not contingent upon securing any debt financing and was subject only to limited confirmatory due diligence, finalization of transaction documents, and approval of the final definitive merger agreement by EQC’s Board, as well as approval of the issuance of EQC shares in the merger by the affirmative vote of at least a majority of the votes cast on the proposal by EQC common shareholders.

Bidder A’s final proposal was an all-cash offer to acquire all of MNR’s common shares at a stated price of $19.51 per share. However, Bidder A’s proposal provided that the per share price to be paid in the merger would be reduced by the amount of any dividends declared or paid by MNR on its common shares between signing and closing of the merger agreement, including MNR’s previously announced $0.18 per share quarterly common dividend payable on June 15, 2021. Bidder A’s offer contained no financing contingencies and stated that commitments for debt financing and an equity bridge had been obtained by Bidder A from a global commercial bank, to supplement equity to be provided by the acquiring entity within Bidder A and thereby ensure that the transaction would not be subject to any risk of future fundraising. Bidder A’s offer letter was accompanied by executed commitment letters from this bank with respect to both the debt financing and the equity bridge. Bidder A’s proposal letter stated that Bidder A’s proposal had received full approval from Bidder A’s investment committee and no further approvals or due diligence would be required.

Also on April 28, 2021, several meetings of the Strategic Alternatives Committee and the MNR Board were held to discuss the final proposals received from EQC and Bidder A. In addition to members of MNR management, in attendance at the meetings were representatives of J.P. Morgan, CSCA, Stroock and MNR’s special Maryland outside counsel. The first meeting of the Strategic Alternatives Committee was held at 4:00 p.m. Eastern Time, at which MNR’s financial and legal advisors made presentations to the Strategic Alternatives Committee regarding the two final proposals, including the relative advantages and disadvantages of each. Among other potential benefits, the committee took into consideration that EQC’s all-stock proposal would provide MNR shareholders the opportunity to participate in the benefits of the combined company led by a highly-regarded management team, including Sam Zell and David Helfand, that EQC had a strong balance sheet and was well-positioned to capitalize on anticipated continued growth of the industrial REIT sector, and that EQC’s proposal provided a tax efficient transaction for MNR shareholders who desire to hold their investment while MNR shareholders desiring liquidity could elect to sell their EQC common shares on the open market. The committee took into account that EQC’s offer afforded additional value to MNR shareholders by allowing MNR shareholders to receive MNR’s previously announced quarterly common dividend of $0.18 per share payable on June 15, 2021, without EQC declaring or paying a matching pre-merger cash dividend to EQC’s common shareholders. The committee also considered that EQC’s intention to cash out MNR’s $550 million in Series C preferred stock in connection with the merger for $25.00 per share plus accrued dividends would create immediate savings for the combined company of approximately $34 million per year. The committee also took into consideration the potential risks of EQC’s proposal, including (among other considerations) the fact that the transaction would require the approval of EQC’s shareholders and the potential risk of a decline in EQC’s stock price following the announcement of the transaction, resulting in a reduction in the market value of the consideration to MNR’s common shareholders, as well as uncertainty relating to EQC’s future dividend policy following the closing of the merger. After discussion with MNR’s financial and legal advisors, the Strategic Alternatives Committee adjourned further discussion of the two final bids until after EQC’s presentation to the MNR Board.

A full MNR Board meeting then convened at 5:30 p.m. Eastern Time. The MNR Board meeting began with presentations by MNR’s financial and legal advisors with respect to the final proposals that had been received from EQC and Bidder A. There was a discussion of the final proposals as well as a discussion of the legal duties of directors under Maryland law. At approximately 7:00 p.m. Eastern Time, by invitation, Sam Zell, Chairman of the EQC Board, David Helfand, EQC’s President and Chief Executive Officer, and David Weinberg, EQC’s Executive Vice President and Chief Operating Officer, joined the meeting. The EQC representatives made a presentation regarding their plans and goals for the combined company and answered questions from MNR’s directors. The EQC representatives reiterated, as previously communicated to MNR, that EQC intended to build

upon the existing MNR platform to create a leading industrial REIT to capitalize on the anticipated substantial future growth in the industrial REIT sector. They also noted that, as part of EQC’s strategic transformation, EQC management planned to dispose of EQC’s remaining commercial office properties.

Following this discussion, the EQC representatives left the meeting and it was agreed that the independent members of the MNR Board would have an opportunity to meet with counsel to discuss the final proposals from EQC and Bidder A without any members of MNR management or the Landy family present. The independent members engaged in a discussion of the proposals and addressed questions to MNR’s outside counsel. Following such discussion, the full MNR Board then reconvened at approximately 8:00 p.m. Eastern Time and it was determined that the MNR Board meeting would be adjourned so that the Strategic Alternatives Committee could meet to consider making a recommendation to the MNR Board, which would then be presented for a vote by the MNR Board at 8:30 p.m. Eastern Time. Immediately after adjournment of the MNR Board meeting, the Strategic Alternatives Committee convened to discuss the two final proposals with representatives of J.P. Morgan, CSCA and Stroock in attendance. In evaluating the two competing final proposals, the committee considered, among other things, the terms of each offer and the analyses presented by MNR’s financial advisors, the extent to which continued payment of dividends by MNR prior to closing would impact the consideration received by MNR shareholders, the potential for continued growth in the industrial real estate sector, EQC’s growth strategy for the combined company as presented to the MNR Board and the funds EQC will have available to execute on such strategy, as well as the optionality presented by an all-stock transaction whereby MNR shareholders desiring to continue to participate in the long-term growth of the industrial sector could elect to retain the EQC common shares to be issued in connection with the merger on a tax efficient basis while MNR shareholders desiring liquidity could elect to sell their EQC common shares on the open market. The committee members concluded that these factors, taken together, made EQC’s stock-for-stock proposal superior to the cash proposal made by Bidder A. After discussion, the committee unanimously determined to recommend to the MNR Board that EQC’s offer be accepted and that MNR’s advisors be directed to work to finalize a definitive merger agreement with EQC for presentation to the MNR Board for final approval.

At 8:30 p.m. Eastern Time on April 28, a second meeting of the MNR Board was convened, during which the Strategic Alternatives Committee presented its recommendation that the EQC draft merger agreement and final proposal be accepted by the MNR Board, subject to finalizing documentation. The MNR Board unanimously approved the committee’s recommendation.

Later on April 28, 2021, Michael Landy telephoned Mr. Helfand to notify him that the MNR Board had determined to proceed with the EQC proposal. The following day, Mr. Landy and representatives of J.P. Morgan advised Bidder A that the MNR Board had determined to accept another offer.

Between April 28 and May 4, 2021, Michael Landy, and representatives from J.P. Morgan, CSCA, Stroock, EQC, Goldman Sachs and Fried Frank negotiated the merger agreement, and final confirmatory due diligence was completed. During this period, Michael Landy and EQC representatives had further discussions about the future roles of Eugene Landy and Michael Landy following the merger and it was determined that the employment of Eugene Landy and Michael Landy would terminate as of the effective time of the merger.

On April 30, 2021, the MNR Board met again to hear presentations by J.P. Morgan and CSCA with respect to their preliminary valuation analyses of the economic terms of the proposed transaction with EQC. The J.P. Morgan and CSCA representatives noted that each firm would update its preliminary analysis as appropriate before the MNR Board’s final meeting to consider approval of the merger agreement.

On May 3, 2021, Mr. Helfand contacted Michael Landy and said that, in light of an existing business relationship that EQC had with Craig Hatkoff, one of Blackwells’ MNR Board nominees, EQC was seeking MNR’s permission to contact Mr. Hatkoff to discuss MNR. Michael Landy consented and Mr. Helfand telephoned Mr. Hatkoff to discuss MNR and to open a line of communication with Blackwells. Later that evening Mr. Helfand advised Mr. Landy that Mr. Helfand had spoken with Mr. Hatkoff.

On May 4, 2021, a special meeting of the EQC Board was convened to consider approval of the merger agreement. In addition to members of EQC management, in attendance at the meeting were representatives of Goldman Sachs and Fried Frank. During the meeting, Fried Frank provided an overview of fiduciary duties and summarized the terms of the proposed final merger agreement. Representatives of Goldman Sachs then reviewed with the EQC Board its financial analysis summarized below under “The Merger—Opinion of EQC’s Financial Advisor” and delivered to the EQC Board an oral opinion, subsequently confirmed by delivery of a written

opinion, dated May 4, 2021, to the EQC Board and attached to this joint proxy statement/prospectus as Annex B, to the effect that, as of the date of Goldman Sachs’ written opinion, and based upon and subject to the assumptions made, procedures followed, factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to EQC. Following a presentation from EQC’s management team and discussion, the EQC Board unanimously adopted resolutions that had been circulated prior to the meeting approving the merger agreement and related matters.

On May 4, 2021, a special meeting of the MNR Board was convened to consider approval of the merger agreement. In addition to members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA and Stroock. J.P. Morgan and CSCA first reviewed their financial analyses of the exchange ratio provided for in the merger agreement, updated as appropriate since the MNR Board meeting on April 30, 2021. Following its presentation, J.P. Morgan delivered to the MNR Board its oral opinion, confirmed later that day by delivery of a written opinion dated May 4, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in the merger agreement was fair, from a financial point of view, to MNR’s common shareholders. Following its presentation, CSCA delivered to the MNR Board its oral opinion, confirmed later that day by delivery of a written opinion dated May 4, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by CSCA in preparing its opinion, that the consideration to be received by MNR’s common shareholders in the proposed merger with EQC was fair, from a financial point of view, to MNR’s common shareholders. Stroock then reviewed with the MNR Board the key terms of the proposed final merger agreement, including the consideration to be paid to the MNR shareholders, the ability of MNR to pay two quarterly dividends of $0.18 each to its common shareholders without EQC declaring or paying a matching pre-merger cash dividend to EQC’s common shareholders, the tax treatment of the merger, the right of the MNR Board to appoint two persons to join the EQC Board following the merger, and the commitment of EQC to employ MNR’s existing employees, other than Eugene Landy and Michael Landy, for at least one year following the merger. Stroock noted that several issues relating to the merger agreement remained open but were expected to be resolved that evening. Following discussion, the MNR Board unanimously adopted resolutions that had been circulated prior to the meeting approving the merger agreement and related matters.

Late in the evening on May 4, 2021, MNR and EQC entered into the merger agreement and issued a joint press release regarding the execution of the merger agreement.

On July 1, 2021, the MNR Board declared a regular quarterly common dividend of $0.18 per share, payable on September 15, 2021. In the event that the merger is completed before September 15, 2021, the dividend payment will be accelerated and paid immediately prior to the effective time of the merger as agreed by EQC and MNR under the terms of the merger agreement. Accordingly, upon consummation of the merger, MNR common shareholders will have received, as a result of MNR’s two most recent dividend payments, $0.36 per share in cash in addition to the merger consideration to be paid by EQC without EQC having paid a matching pre-merger cash dividend to EQC’s shareholders.

From time to time, beginning on or around June 8, 2021, representatives of EQC, Mr. Hatkoff and Mr. Aintabi have discussed, among other things, their respective views on the proposed transaction between EQC and Monmouth, including EQC’s perspectives on the merits and strategic logic of the proposed transaction and EQC’s plans for the Combined Company. These discussions remain ongoing.

On July 2, 2021, EQC filed with the SEC a registration statement on Form S-4 under the Securities Act, relating to the merger with MNR. The registration statement contained a preliminary version of this joint proxy statement/prospectus.

On July 8, 2021, after the close of the market, J.P. Morgan and CSCA received a letter from Bidder A addressed to Mr. Eugene Landy setting forth an unsolicited acquisition proposal for MNR (the “July 8 Proposal”). Under the terms of the July 8 Proposal, which qualified as a “Takeover Proposal” for purposes of the merger agreement between MNR and EQC, Bidder A offered to acquire all of MNR’s outstanding common shares for net cash consideration of approximately $18.70 per share, reflecting a stated per share purchase price of $19.51 per share, reduced by (i) the termination fee payable by MNR to EQC of $62,161,697, or approximately $0.63 per share, if MNR were to decide to terminate the merger agreement with EQC and accept the July 8 Proposal and (ii) the $0.18 per share dividend on MNR’s common shares previously declared by the MNR Board on July 1, 2021 and

payable on or before September 15, 2021. As was the case with Bidder A’s final proposal submitted on April 28, 2021 as part of MNR’s strategic alternatives review process, the July 8 Proposal was accompanied by executed commitment letters from a global commercial bank with respect to Bidder A’s contemplated debt financing and an equity bridge, as well as a proposed form of merger agreement. The July 8 Proposal further stated that Bidder A had obtained all necessary internal approvals and had completed its due diligence. On July 8, 2021 MNR’s common shares closed at $18.55 per share.

On July 9, 2021, Mr. Michael Landy forwarded the July 8 Proposal to the members of the MNR Board and requested their availability for a special meeting on July 12, 2021 to discuss the July 8 Proposal.

Also on July 9, 2021, MNR provided oral and written notice to EQC of Bidder A’s July 8 Proposal as required under the terms of the merger agreement with EQC.

Beginning on July 11, 2021, Stroock and counsel to Bidder A held several conference calls to clarify the terms of the July 8 Proposal, including questions regarding the commitment letters and the proposed form of merger agreement submitted by Bidder A with the July 8 Proposal.

On July 12, 2021, a special meeting of the MNR Board was convened for the purpose of discussing the July 8 Proposal. In addition to members of MNR management, also in attendance at the meeting were representatives of J.P. Morgan, CSCA, Okapi Partners and Stroock. MNR’s financial and legal advisors made presentations regarding the July 8 Proposal, which, among other things, summarized the key terms of the July 8 Proposal, compared such terms with the terms of the EQC merger agreement, summarized MNR’s rights and obligations under the merger agreement with EQC with respect to the July 8 Proposal and outlined potential alternative responses as well as potential next steps with respect to the July 8 Proposal. Following discussion among the MNR Board and the advisors regarding the July 8 Proposal, the meeting was adjourned to afford the MNR Board an opportunity to further consider the July 8 Proposal prior to making a determination on a response to the July 8 Proposal.

Also on July 12, 2021, following the closing of trading on the NYSE, MNR issued a press release disclosing its receipt of the July 8 Proposal and the material terms of the July 8 Proposal. The press release indicated that the MNR Board was evaluating the proposal, that no determinations had been made and that the MNR Board intended to respond to the July 8 Proposal in due course. On July 12, 2021, MNR’s common shares closed at $19.00 per share.

At 4:00 p.m. Eastern Time on July 15, 2021, the special meeting of the MNR Board that began on July 12 was reconvened for the purpose of further discussing the July 8 Proposal and determining what action to take in response to the July 8 Proposal. In addition to members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA, Stroock, MNR’s special Maryland outside counsel, Okapi Partners, and Joele Frank. The MNR Board heard presentations by J.P. Morgan and CSCA with respect to both the transaction with EQC and the July 8 Proposal, after which Stroock reviewed the material terms of the July 8 Proposal. In addition, representatives of Okapi Partners made a presentation with respect to the special meeting of shareholders that would be held to vote on the merger agreement with EQC and the solicitation of proxies in connection with such special meeting.

Following the presentations, a discussion ensued amongst the members of the MNR Board regarding how MNR should respond to the July 8 Proposal. During the discussion, the MNR Board considered, among other things, that numerous strategic opportunities and benefits of the pending merger with EQC remained unchanged, including EQC’s growth strategy for the Combined Company, the financial resources at EQC’s disposal to execute on such strategy, and the optionality presented by EQC’s all-stock transaction whereby MNR common shareholders would receive shares of a publicly-traded company as the merger consideration. The MNR Board also took note that the July 8 Proposal would provide MNR common shareholders with less consideration than the final proposal Bidder A submitted on April 28, 2021 as part of the strategic alternatives review process. Following such discussion, the MNR Board reached a unanimous conclusion that the merger with EQC would provide greater value to MNR shareholders than the July 8 Proposal and that the terms of the July 8 Proposal would not provide a basis for discussions regarding a potential transaction between Bidder A and MNR. The Board began a discussion of a possible response letter to the July 8 Proposal when representatives of J.P. Morgan and CSCA interrupted to report that a letter had just been received from Bidder A addressed to Mr. Eugene Landy setting forth an amendment to the July 8 Proposal. The amendment reflected an increase of $0.18 per share in the consideration that would be paid for the MNR common shares, resulting in a net cash consideration

of $18.88 per share, reflecting a stated purchase price of $19.51 per share reduced by the termination fee of $62,161,697, or approximately $0.63 per share, if MNR were to decide to terminate the merger agreement with EQC and accept the amended July 8 Proposal. The increase resulted from Bidder A’s decision that the consideration offered in the July 8 Proposal would no longer be reduced by the $0.18 per share dividend on MNR’s common shares previously declared by the MNR Board on July 1, 2021 and payable on or before September 15, 2021. Other than this increase, the other material aspects of the July 8 Proposal were unchanged. Based on the amendment to the July 8 Proposal, the MNR Board determined, in consultation with MNR’s advisors, that it would be most appropriate not to respond to the original July 8 Proposal and that instead the MNR Board would reconvene at a later date to discuss the amended July 8 Proposal and make a decision with respect to a response. Later on July 15, 2021, Bidder A’s counsel delivered to Stroock an updated proposed form of merger agreement reflecting the amendment as well as an updated draft of the disclosure schedules to the merger agreement.

On July 16, 2021, MNR issued a press release disclosing its receipt of the amendment to the July 8 Proposal. On July 16, 2021, MNR’s common shares closed at $19.23 per share.

Between July 16, 2021 and July 20, 2021, MNR’s advisors had several telephone conversations with representatives of Bidder A and its counsel relating to the amended July 8 Proposal.

On July 21, 2021, Starwood Capital Group (“Starwood”) issued a press release in which it confirmed that its affiliate, Starwood Real Estate Income Trust, Inc., had submitted the amended July 8 Proposal. In the press release, Starwood urged the MNR Board to declare the amended July 8 Proposal a ‘superior proposal’ under the terms of MNR’s merger agreement with EQC and to proceed to finalize a transaction with Starwood.

Also on July 21, 2021, at 2:00 p.m., Eastern Time, a special meeting of the MNR Board was convened for the purpose of discussing the July 8 Proposal, as amended by the letter received from Starwood on July 15, 2021, and determining a response. In addition to members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA, Stroock and MNR’s special Maryland outside counsel. The MNR Board heard presentations by J.P. Morgan and CSCA with respect to both the transaction with EQC and the amended July 8 Proposal, after which Stroock reviewed the material terms of the amended July 8 Proposal. Following the presentations, a discussion ensued, during which members of the MNR Board took note of many of the same considerations that had been discussed at the July 15 meeting of the MNR Board and at previous MNR Board meetings, and expressed the view that the numerous strategic opportunities and benefits of the pending merger with EQC remained unchanged. The MNR Board noted that the July 8 Proposal, even as amended, would provide MNR common shareholders with less consideration than the final proposal Starwood had submitted on April 28, 2021 as part of the strategic alternatives review process and that the net consideration being offered by Starwood was less than the then-current trading price of MNR common shares. Following such discussion, the MNR Board unanimously determined that the pending merger with EQC represents the best opportunity to maximize value for MNR common shareholders and that the terms set forth in the amended July 8 Proposal would not provide a basis for discussions regarding a transaction with Starwood. The MNR Board then unanimously reaffirmed its support for, and recommendation in favor of, MNR’s pending merger with EQC. On July 21, 2021, MNR’s common shares closed at $19.10 per share.

On July 22, 2021, MNR delivered a letter to Starwood informing Starwood of the MNR Board’s determination. That same day, MNR issued a press release disclosing the MNR Board’s response to the amended July 8 Proposal and reaffirming its support for the merger with EQC.

In evaluating the merger, the EQC Board consulted with its legal and financial advisors and EQC’s management and, after consideration, the EQC Board has unanimously determined that the merger agreement and the merger, including the issuance of EQC common shares in connection with the merger, are advisable and in the best interests of EQC and its shareholders. The EQC Board has unanimously approved the merger agreement and the merger, including the issuance of EQC common shares in connection with the merger.

In approving the merger and recommending that EQC shareholders vote to approve the issuance of EQC common shares in connection with the merger, the EQC Board considered various factors supporting its decision, including the following material factors described below: