Equity Commonwealth filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
$EQC
Real Estate Investment Trusts
Real Estate
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): April 1, 2025
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||
| (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:
| Securities registered pursuant to Section 12(b) of the Exchange Act: | ||||||||||||||
| Title Of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||||||||
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing.
On April 1, 2025, Equity Commonwealth (the “Company”) issued a press release announcing that it intends to file a Form 25, or Notification of Removal from Listing, with the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) relating to the delisting of the common shares on or about April 11, 2025. The Company’s last day of trading on NYSE will be April 21, 2025.
Item 7.01. Regulation FD Disclosure.
On April 1, 2025, Equity Commonwealth (the “Company”) also announced that its Board of Trustees has authorized the Company’s final cash liquidating distribution of $1.60 per common share (the “Final Cash Liquidating Distribution”). After payment of the Final Cash Liquidating Distribution and delisting from NYSE, the Company will continue the process of winding down, transfer any remaining assets and liabilities to a Maryland liquidating trust and deregister with the SEC, which is likely to occur before the end of the second quarter of 2025. The Company’s common shares will then be converted into beneficial interest units in the liquidating trust, on a one for one basis. Distributions from the liquidating trust, if any, would be nominal.
The information set forth in this item 7.01 and in the attached Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on form 8-K, formatted in Inline XBRL. | |||||||
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: April 1, 2025