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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 12, 2020
EQUITY COMMONWEALTH
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| | | | | | | | | | | | | | | | | |
| 1-9317 | | | | 04-6558834 |
| (Commission File Number) | | | | (IRS Employer Identification No.) | |
| | | | | |
| Two North Riverside Plaza, Suite 2100 | | Chicago | IL |
60606 | |
| (Address of Principal Executive Offices) | | | | (Zip Code) | |
(312) 646-2800
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| | | | | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Exchange Act: | | | | |
| Title Of Each Class | | Trading Symbol | | Name of Each Exchange On Which Registered |
| Common Shares of Beneficial Interest | | EQC | | The New York Stock Exchange |
| 6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest | | EQCpD | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 12, 2020, Equity Commonwealth, a Maryland real estate investment trust (the “Company”), by and through its operating subsidiary, EQC Operating Trust (the “Seller”), closed on the previously announced sale of the building and land at 333 108th Avenue NE ("Tower 333") in Bellevue, Washington, to Bellevue 108 Avenue Owner LLC for a gross sale price of $401.5 million. Proceeds after credits, primarily for contractual lease costs, and transfer taxes were $316.7 million.
Tower 333 is a 435,000 square foot, Class A office property in Bellevue, WA.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
The pro forma financial information of the Company as adjusted to give effect to the sale of Tower 333 is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| EQUITY COMMONWEALTH | |
| By: | /s/ Orrin S. Shifrin |
| Name: | Orrin S. Shifrin |
| Title: | Executive Vice President, General |
| | Counsel and Secretary |
Date: March 16, 2020