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It's curtains for Equity Commonwealth.
After searching to find an acquisition opportunity and coming up empty, the company is liquidating and winding down operations, executives said on an earnings call Tuesday.
The sale of Equity's four properties, totaling 1.5M SF, will be the key as it winds down operations, CEO David Helfand said. The company owns two buildings in Austin, one in D.C. and one in Denver.
He noted that since office transaction values are down 75% from prepandemic levels, the timing and returns from the sales are difficult to predict.
Three properties are already up for sale and have been since May, said David Weinberg, Equity's executive vice president and chief operating officer. They are 55% to 70% leased and considered Class-B assets. A fourth asset, a 700K SF Class-A building in Denver, is over 80% leased. It should hit the market in September, following a shareholder vote on the sale.
Shareholders will likely approve the sale, as activist investors have been calling for the REIT to pull the plug for some time. The latest was just a week ago, when Indaba Capital Managing Partner Derek Schrier urged the firm to liquidate in a letter, claiming mismanagement led its asset value to fall below its available funds.
“It is time for the Board and management to carefully reflect on what is best for shareholders, not what is best for you as long-serving directors and highly paid executives," the letter said.
Jonathan Litt of Land & Buildings Investment Management previously called for liquidation in March. Both companies have a 3% stake in the REIT.
From 2014 up until the onset of the pandemic, the Chicago-based REIT previously led by Sam Zell sold nearly all of its offices, building up its war chest to seek a new portfolio or acquisition.
While the company came close, ultimately there was no deal. In 2021, the firm lost a bidding war to Starwood Capital for a $3.4B takeover of industrial company Monmouth Real Estate Investment.
Investors and shareholders became impatient with the company's search for its next big deal and decided paying executives millions of dollars with no results wasn't worth it.
The company laid out its plan for the future, saying it will file a preliminary proxy with the SEC in September, with shareholders voting in December. After that, the company will redeem its Series D preferred shares and divvy out all of its cash to shareholders. Once the assets are sold, it will distribute those funds and delist from the NYSE, planning to cease operations fully by the second quarter of 2025.
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