An affiliate of Starwood Capital Group is filing a Provisional Power of Attorney Statement against the alleged sale of Monmouth Real Estate Investment Corp. Equity Commonwealth

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MIAMI – () – Starwood Capital Group (“Starwood Capital”), a leading global private equity firm specializing in real estate and energy investments, announced today that its subsidiary Starwood Real Estate Income Trust, Inc. (Starwood) has submitted a Provisional Power of Attorney. US Securities and Exchange Commission statement urging shareholders of Monmouth Real Estate Investment Corp. (NYSE: MNR) (“Monmouth”) to vote against the proposed sale of Monmouth to Equity Commonwealth (“EQC”) at an upcoming special meeting of Monmouth shareholders scheduled for August 17, 2021 (“extraordinary meeting”). A preliminary statement of power of attorney is available here: https://www.sec.gov/Archives/edgar/data/67625/000119312521225930/d180189dprec14a.htm

On July 15, 2021, Starwood submitted a fully funded and fully substantiated offer to acquire Monmouth for net cash of $ 18.88 per share. Starwood’s offering offers a 5.6% premium and an additional value of approximately $ 100 million compared to an estimated $ 17.88 per share in the EQC deal based on the July 27, 2021 EQC common share closing price of $ 26.69 … The directors have turned down this lucrative cash-only offer and continue to encourage shareholders to agree to a less financially beneficial deal.

At the Special Meeting, Monmouth asks its shareholders to approve the EQC deal with a two-thirds majority of the outstanding Monmouth shares. Only shareholders holding Monmouth shares at the close of business on August 2, 2021, the entry date set by the Monmouth board of directors, will be eligible to vote at the extraordinary meeting.

The preliminary proxy statement outlines Starwood’s backstory with Monmouth and why Starwood believes its July 15 offer is superior to EQC’s proposed deal for a number of reasons, including:

  • The Starwood proposal clearly gives Monmouth shareholders more value and reliability than the EQC deal.

  • Starwood’s proposal is fully funded and has no financial commitment. All necessary financial commitments to finance the transaction have been met and submitted to the Monmouth Management Board.

  • Starwood’s price is fixed and shareholders can be confident in the value they will receive.

  • Unlike the EQC deal, which requires EQC shareholder approval in addition to Monmouth shareholder approval, Starwood’s proposal does not require a Starwood shareholder vote to advance the merger agreement and close the deal.

  • Starwood’s proposal does not require further verification or approval from Starwood.

  • Starwood’s offer is complete and immediate as Starwood has already provided Monmouth with a merger agreement that Starwood is ready to sign immediately.

It is our firm belief that the offering of EQC shares is not in the best interest of all Monmouth shareholders, ”said Ethan Bing, managing director of Starwood Capital. “Starwood Capital has offered an all-cash alternative that will bring significant added value to Monmouth shareholders over the EQC offering, as well as confidence that value will be realized. We are ready to sign the final version of the merger agreement. ”

Bing added: “Monmouth’s board continues to recommend a lower-yield deal that deprives shareholders of the opportunity to realize significant additional value. We believe Monmouth shareholders should protect their interests by voting against the EQC deal and urge our board of directors to accept Starwood Capital’s excellent proposal and allow shareholders to vote on the proposal. ”

Starwood remains fully committed to its proposal and stands ready to execute its fully cash-funded proposal with full implementation to work with Monmouth to reach an agreement.

About Starwood Capital Group

Starwood Capital Group is a privately held investment company specializing in global real estate, energy infrastructure and oil and gas. The firm and its affiliates have 16 offices in seven countries around the world and currently have about 4,000 employees. Since its founding in 1991, Starwood Capital Group has raised over $ 60 billion in capital and currently manages approximately $ 90 billion in assets. Through a series of joint opportunity funds and Starwood Real Estate Income Trust, Inc. (SREIT), a non-REIT listed, the Firm has invested in virtually all real estate categories globally, changing asset classes, geography and location. in the capital stack, as it perceives the risk / reward dynamics as evolving. Starwood Capital also operates Starwood Property Trust (NYSE: STWD), the largest commercial mortgage investment fund in the United States, which has successfully invested over $ 69 billion in equity since its inception and manages a portfolio of over $ 18 billion in debt and equity investments. … Over the past 29 years, Starwood Capital Group and its affiliates have successfully implemented an investment strategy of building businesses in both the private and public markets. More information can be found on the website starwoodcapital.com

IMPORTANT INFORMATION

July 27, 2021 Starwood Real Estate Income Trust, Inc. together with other members identified in this document (“Members”) have submitted a preliminary power of attorney statement and an accompanying BLUE power of attorney form to the Securities and Exchange Commission (“SEC”), AND Members intend to submit a final power of attorney statement and an accompanying BLUE power of attorney form in the SEC, which will be used in connection with the request for proxies from the shareholders of Monmouth for a special meeting of Monmouth in August. 17, 2021

ALL MONMOUTH SHAREHOLDERS ARE RECOMMENDED TO READ THE STATEMENT OF DEFINITION OF STATEMENTS AND OTHER DOCUMENTS RELATED TO THE PROXY BY PARTICIPANTS WHEN THEY ARE AVAILABLE AS SOFTWARE. SUCH PROXY MATERIALS ARE AVAILABLE OR WILL BE AVAILABLE FOR FREE ON THE SEC WEBSITE at: HTTP://WWW.SEC.GOVOR CONTACT INNISFREE M&A INCORPORATED, an authorized representative of the PARTICIPANTS, BY PHONE (877-750-0625). IN ADDITION, THE PARTICIPANTS OF THIS APPLICATION ON REQUEST PROVIDE FREE COPIES OF THE APPLICATION ON REQUEST. A REQUEST FOR A COPY MUST BE SENT TO A TRUSTED SOLITOR OF PARTICIPANTS.

INFORMATION ABOUT PARTICIPANTS

Proxy request participants are Starwood Real Estate Income Trust, Inc., Christopher Graham and Ethan Bing. Information about the Participants and a description of their direct or indirect interests on the part of securities is contained in the preliminary proxy statement filed by the Participants with the SEC on July 27, 2021. This document is available free of charge on the SEC website.

ADDITIONAL INFORMATION

None of the communications in this document or in the preliminary power of attorney regarding Starwood’s July 15 offer constitutes an offer to buy or a solicitation to sell any securities. Starwood’s July 15 offer is an offer made by Starwood to Monmouth’s board of directors for a business combination with Monmouth. As part of such proposed transaction and subject to future developments, Starwood (and, if an agreed transaction is agreed, Monmouth) may file one or more registration applications, power of attorney, bid or exchange statements, prospectuses, or other documents with the SEC. … The advance statement of power of attorney does not replace any statement of power of attorney, statement of registration, statement of tender or exchange offer, prospectus, or other document that Starwood or Monmouth may file with the SEC in connection with the proposed transaction. INVESTORS AND HOLDERS OF SECURITIES AND STARWOOD MONMOUTH CALLS TO READ ANY SUCH STATEMENT, REGISTRATION STATEMENT, STATEMENT OF TENDER OFFER OR EXCHANGE OFFER, THE EXCHANGE OFFER AND OTHER DOCUMENTS WITH THE SEC CAREFULLY MADE AND MUST IF IN POSITIONS AVAILABLE INFORMATION ABOUT THE PROPOSED TRANSACTION. Any final power of attorney statement or prospectus (if and when available) will be delivered to the shareholders of Starwood or Monmouth, as the case may be. Investors and securities holders will be able to obtain free copies of these documents (if and when they are available) and other documents filed with the SEC by Starwood through the website maintained by the SEC at: www.sec.gov and the Starwood website at www.starwoodnav.reit

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