8-K

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): August 3, 2021

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-33177	22-1897375
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Crawfords Corner Road, Suite 1405 Holmdel, NJ	07733
(Address of principal executive Offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (732) 577-9996

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☒ 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MNR	New York Stock Exchange
6.125% Series C Cumulative Redeemable Preferred Stock	MNR-PC	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. ☐

 Item 7.01 Regulation F-D Disclosure.

On August 3, 2021, Monmouth Real Estate Investment Corporation, a Maryland corporation (“MNR”), released an investor presentation relating to MNR’s pending merger with Equity Commonwealth (“EQC”).  MNR provided the presentation materials to representatives of Institutional Shareholder Services in connection with a meeting to discuss the transaction. A copy of the investor presentation is attached as Exhibit 99.1 and incorporated herein by reference.

The information in this report and Exhibit 99.1 attached hereto is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed merger or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed merger, Equity Commonwealth (“EQC”) has filed a registration statement on Form S-4 with the SEC, which became effective on July 23, 2021, to register the common shares of beneficial interest of EQC to be issued pursuant to the merger. The registration statement includes a joint proxy statement/prospectus which has been filed by EQC and MNR with the SEC and has been sent to the common shareholders of EQC seeking their approval of the share issuance and to the common shareholders of MNR seeking their approval of the merger (the “joint proxy statement/prospectus”). EQC and MNR may also file other documents regarding the proposed merger and share issuance with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND SHARE ISSUANCE. Investors and security holders may obtain free copies of the registration statement and joint proxy statement/prospectus and other documents filed with the SEC by EQC or MNR through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by EQC on EQC’s website at www.eqcre.com and may obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by MNR on MNR’s website at www.mreic.reit.

Participants in the Solicitation

EQC and certain of its trustees and executive officers and MNR and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from EQC’s shareholders and from MNR’s shareholders in connection with the proposed merger and share issuance under the rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of the trustees and executive officers of EQC and the directors and executive officers of MNR in the registration statement on Form S-4, the joint proxy statement/prospectus and other relevant materials filed with the SEC by EQC or MNR regarding the proposed merger and share issuance. You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC will also be available free of charge from EQC or MNR using the source indicated above.

Forward-Looking Statements

Some of the statements contained in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements regarding consummating the merger and the timing thereof. Any forward-looking statements contained in this Current Report on Form 8-K are intended to be made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this Current Report on Form 8-K reflect MNR’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances regarding EQC and MNR that may cause actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation, (i) inability to complete the proposed merger because, among other reasons, one or more conditions to the closing of the proposed merger may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the proposed merger; (iii) potential adverse effects or changes to relationships with EQC’s and/or MNR’s tenants, employees, service providers or other parties resulting from the announcement or completion of the proposed merger; (iv) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (v) possible disruptions from the proposed merger that could harm EQC’s or MNR’s respective business, including current plans and operations; (vi) unexpected costs, charges or expenses resulting from the proposed merger; (vii) uncertainty of the expected financial performance of EQC following completion of the proposed merger, including the possibility that the benefits anticipated from the proposed merger will not be realized or will not be realized within the expected time period; (viii) legislative, regulatory and economic developments; and (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and epidemics and pandemics, including COVID-19, as well as EQC’s or MNR’s management’s response to any of the aforementioned factors. MNR does not guarantee that the mergers and events described will happen as described (or that they will happen at all).  For a further discussion of other factors that could cause MNR’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in MNR’s most recent Annual Report on Form 10-K and in its Quarterly Reports on Form 10-Q for subsequent quarters.

While forward-looking statements reflect MNR’s good faith beliefs, they are not guarantees of future performance. MNR disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	August 2021 Investor Presentation of Monmouth Real Estate Investment Corporation relating to the pending merger with Equity Commonwealth

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.

	Monmouth Real Estate Investment Corporation
Dated: August 3, 2021	By:	/s/ Kevin S. Miller
		Kevin S. Miller
		Chief Financial Officer, its principal financial officer and principal accounting officer

EX-99.1

Exhibit 99.1

 Strategic Business Combination of Monmouth Real Estate Investment Corporation (“MNR”) and Equity Commonwealth (“EQC”)  A Compelling Long-Term Value Proposition for ShareholdersAugust 2021    NYSE: MNR 

   Forward-Looking Statements  This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide Monmouth Real Estate Investment Corporation’s current expectations or forecasts of future events. Forward-looking statements include statements about Monmouth’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,” “intend,” “plan,” “should,” “seek,” or comparable terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements are based on Monmouth’s beliefs, assumptions and expectations, taking into account all information currently available to it. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to Monmouth. Some of these factors are described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as included in Monmouth’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2021, March 31,2021, and December 31, 2020, and its other periodic reports filed with the Securities and Exchange Commission, which are accessible on SEC’s Electronic Data Gathering, Analysis and Retrieval website, or “EDGAR” at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this presentation and in Monmouth’s SEC filings. These and other risks, uncertainties and factors could cause Monmouth’s actual results to differ materially from those included in any forward-looking statements it makes. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for Monmouth to predict those events or how they may affect it. Except as required by law, Monmouth is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur. This presentation may include references to “FFO” and “AFFO”, which are non-GAAP financial measures. A reconciliation of “FFO” and “AFFO” to the most comparable GAAP financial measures is included in our most recent Quarterly Report on Form 10-Q and/or our Supplemental Information package as of June 30, 2021, furnished to shareholders on Form 8-K, and is available on our website at www.mreic.reit.FOR ADDITIONAL INFORMATION: In connection with the proposed merger, investors are urged to read the joint proxy statement/prospectus filed by Monmouth and EQC with the SEC, and any other relevant documents filed with the SEC by Monmouth or EQC, because they contain important information. Investors may obtain free copies of the joint proxy statement/prospectus and such other documents filed with the SEC through the website maintained by the SEC at www.sec.gov or through Monmouth’s website at www.mreic.reit. 

 An Outstanding Transaction for MNR Shareholders  EQC to acquire MNR in all-stock merger (EQC and MNR, the “Combined Company”) at a $3.3 billion valuation  Compelling Transaction for MNR Shareholders  26% premium to historical trading, with a ~4.6% cap rate and 12% premium to MNR NAV~35% pro forma MNR shareholder ownership of Combined CompanyIncreased market liquidity: ~$5.1 billion in combined market capitalizationTax-efficient stock transaction: defer gains that would otherwise be realized in a cash sale  Robust StrategicReview Process  Robust 5-month process led by MNR Strategic Alternatives Committee and advised by J.P. Morgan and CSCAExposed opportunity to >90 institutional investors worldwide with multiple bidding roundsUnanimous approval from MNR Board of Directors and EQC Board of Trustees  Significant Upside Potential  Participate in Combined Company growth strategy to create a market-leading industrial REITStrengthened balance sheet with ~$2.4 billion in cash to fund acquisitions and drive shareholder valueNo need to raise external capital to execute growth strategy for foreseeable futureContinue to participate in strong industrial industry fundamentals driven by e-commerce economyInvestors in prior industrial REIT stock transactions have outperformed cash reinvestment alternatives  Strong Corporate Governance And Leadership  Combined company to be led by EQC’s world-class management team and an annually elected board with proven track record of maximizing value for all shareholdersOn a total shareholder return basis, Sam Zell-chaired REITs ELS and EQR have outperformed their peer set by 1,441% and 288% since January 1995, respectively, while EQC has outperformed the office peers by 21% since June 2014    EQC Transaction is the Best Option to Maximize Long-Term Value 

 Transaction Overview      Transaction  100% stock consideration$3.3 billion enterprise value and $1.8 billion equity market value   Merger Consideration  Exchange ratio: 0.67 EQC share for each MNR Share  Dividends  MNR shareholders to receive $0.18 common dividend on or before September 15,2021No corresponding dividend to EQC shareholders for MNR September dividendEQC anticipates paying a regular dividend going forward as determined by the Combined Company Board of Trustees  Pro Forma Ownership  ~65% EQC shareholders~35% MNR shareholders  Cash Uses at Closing  Payoff of $550 million of MNR Series C PreferredRepayment of $75 million MNR term loanTransaction expenses of ~$77 million  Timing  Record date – August 2ndMeeting date – August 24th  Approvals  EQC: >50% of votes cast by EQC shareholders MNR: 2/3 of the outstanding common shares of MNR   

   The right time, the right partner, the right strategic move  Benefits of an All-Stock Transaction  100% stock transaction maximizes long term shareholder value for MNR holdersPreserves Combined Company’s substantial balance sheet liquidity to drive future growth Ensures MNR shareholders participate in the significant upside potential of Combined Company’s acquisition-driven growth strategyContinued exposure to long-term growth of the industrial real estate sector driven by the rapidly growing e-commerce economyMNR shareholders will benefit from the expertise and proven track record of EQC’s management teamMNR shareholders to benefit from an increase in market liquidity as equity market cap will grow to ~$5.1 billion Tax-efficient transaction allows MNR shareholders to defer unrealized gains that would otherwise be recognized in cash saleAttractive income potential from future dividend policy of combined company  EQC Is The Ideal Partner for MNR  Led by prominent investor, Sam Zell, David Helfand and executive teamProven track record of execution and value creation for shareholdersExtensive financial resources to transform MNR into an industry-leading industrial REITStrong balance sheet and liquidity to drive lower cost of capitalReduced execution risk as Combined Company will be well capitalized with no need to access capital markets for the foreseeable futureEQC plans to diversify its tenant base and industry concentrations as the portfolio growsCombined Company anticipates paying a quarterly dividend to shareholders post-closing of the Transaction as determined by EQC’s Board of Trustees 

 Significant Premium to MNR’s Trading History  Last Unaffected Price (at 12/18/2020) - $16.99  Implied EQC Merger Consideration (at 5/4/2021) - $19.40  30-Day VWAP to Last Unaffected Date (11/6/2020 to 12/18/2021) - $15.43  Implied EQC Merger Consideration (at 7/20/2021) - $18.14  1  2  ~35% MNR shareholder ownership of Combined Company based on a 0.67 exchange ratio is fixed and is not impacted by changes in EQC’s stock price  Note: Market data as of 7/20/2021.Source: FactSet and public filings.1. Reflects closing price as of December 18, 2020.2. Reflects VWAP for 30 trading days up to and including December 18, 2020. 

 Source: FactSet, research reports, and public filings.1. Reflects pre-announcement estimates.2. Reflects estimated implied NAV per share to MNR shareholders based on exchange ratio of 0.67 EQC shares for each MNR share.   Transaction Represents Significant Premium to MNR NAV Per Share  Pro forma Combined Company NAV represents a significant premium to MNR’s consensus NAV 1 as well as to the unaffected trading priceMNR shareholders to own ~35% of Combined Company while contributing ~32% of total NAV  Cash$ 24.08(85.2%)  $ 28.26  Current trading price of $27.07 implies an office portfolio valuation of ~$516mm. EQC plans to sell the 4 properties post transaction.  $ 4.18(14.8%)  Implied Office Portfolio NAV        12% premium  8% premium   6% premium  2 

 Robust Strategic Review Process Covered Broad Investor Universe  Stage  # of Participants    I  Potential Buyers Contacted  96  II  NDAs Executed/Round 1 Diligence  36  III  Round 1 Bids Submitted (3/16/21)  4  IV  Round 2 Bids Submitted (4/20/21)  3  V  Final Bids Submitted (4/28/21)  2  VI  Merger Agreement Executed (5/4/21)  1  Transaction with EQC is the result of an extensive, 5-month strategic review process conducted by MNR, JP Morgan and CSCAProcess targeted 96 qualified parties, including:US and International financial sponsorsIndustrial and Triple Net REITs Sovereign wealth fundsPension funds and Endowments Insurance Companies 36 counterparties executed Non-Disclosure Agreements4 Parties (including EQC) submitted proposals in Round 14 Parties invited into Round 2, 3 of which (including EQC) conducted extensive due diligence, including meetings with management, site tours3 Parties (including EQC) submitted proposals in Round 2Given tight pricing range, all 3 parties were asked to submit “Best and Final” proposals on April 28th2 parties (including EQC) submitted Best and Final proposalsStrategic Alternatives Committee recommended EQC offer to the MNR BoardMNR Board unanimously approves EQC proposal and enters into merger agreement   

 1. Bidder C did not submit a proposal in Round 2.2. Reflects $19.51 less $0.36 in total cash dividends paid or declared since merger announcement on May 4, 2021, per the terms of the Starwood proposal.  Strategic Review Process Culminated in Multiple Bona Fide Offers  Strategic review process encompassed multiple bidding rounds and culminated into “Best and Final” EQC and Starwood proposals as illustrated in the chart belowEQC proposed a 100% stock merger with a 0.67 exchange ratio, which permitted MNR to pay up to two $0.18 dividends without adjustment; Starwood, instead, proposed a $19.51 all cash bid that did not allow for dividend payments, which implied a net value of $19.15 (i.e., $19.51 - $0.36)After extensive deliberations, the MNR Board unanimously elected to proceed with the EQC transaction taking into consideration the value of the merger consideration, along with numerous other factors. At merger announcement, the EQC proposal was $19.40, which was higher than Starwood’s proposal of $19.15.Starwood subsequently submitted an unsolicited proposal to the MNR Board providing for a lower net cash consideration of $18.70, later amended to $18.88The MNR Board considered the Starwood proposal, noted it was lower than its original proposal and considered numerous other factors, and unanimously elected to reaffirm the EQC merger  2   Per Share Offer Prices by Strategic Review Process Milestone  1  

 Source: US Census Bureau, eMarketer, US Ecommerce Forecast 2021, July 2021.  Great Upside From Continued Investment in Industrial Sector  The change in human behavior brought about by e-commerce is expected to make strong logistics demand sustainable for the long runRetail e-commerce sales are projected to grow to over $1.6 trillion over the next five years with penetration rising from 14% in 2020 to 24% in 2025 Online retailers require 2.5-3.0x more space than traditional warehouse users  Retail E-Commerce Sales and Penetration % are Projected to Materially Increase Over Next 5 Years   Penetration: +1% AnnuallySales: +14% Annually  Penetration: +2% AnnuallySales: +17% Annually  Penetration: +3%YoY Sales: +32% 

 Strong E-Commerce Economy to Drive Demand for Industrial Assets  Every $1 billion of additional e-commerce sales is estimated to generated demand for 1.25mm SF of additional industrial spaceE-commerce is estimated to generate demand for an additional ~1 billion SF of industrial space by 2023  E-Commerce Impact on Industrial Space  Source: Eastdil Secured, JLL Research, and Cushman & Wakefield 1. Green Street Advisors, Eastdil Secured. 2. Prologis.   Market Demand Drives Record High Construction  180% Increase Since 2015 

 Growth in Industrial Fundamentals and Valuation is Expected to Continue Outpacing All Other Major Real Estate Asset Classes   Growth in Industrial Market Rent Per Available Square Foot (“M-RevPAF”)  Industrial Property Values Based on Commercial Property Price Index (“CPPI”)    75  200  Industrial RevPAF is forecasted to be 40% higher in 2021 than it was in 2007; that number is expected to increase to ~80% higher by 2025Fastest growing major REIT property sector over next 5 years 1  Industrial property values have doubled since the prior peak in July 2007Highest price appreciation among major REIT property sectors 1Strong future appreciation expected given strong fundamentals and wall of capital pursuing sector  1%  3%  5%  6%  6%  7%  5%  5%  5%  3%  8%  8%  7%  5%  5%  Key commentary  Key commentary  Robust rent growth forecasted  Source: CBRE, Green Street AdvisorsNote: Market Rent Per Available Square Foot (M-RevPAF) forecasts the combination of changes in market rent and occupancy in a single metric1. Major Sectors include apartment, office, industrial, and retail 

 Source: FactSet, public filings, market data as of 20-Jul-20211. Target share price as of one day prior to transaction announcement: DCT: $58.75 on 27-Apr-2018 and LPT: $50.57 on 25-Oct-2019.  In Prior Industrial REIT Stock Deals, Investors Benefitted from Substantial Appreciation of Merger Consideration…    $8.4bn AcquisitionAnnounced 29-Apr-2018Closed 22-Aug-2018(100% Stock)    $12.6bn AcquisitionAnnounced 27-Oct-2019Closed 4-Feb-2020(100% Stock)     Imp. Premium to Target Share Price1(At Ann. / Today)  15.6%  122.2%   21.3%  70.8%  +92.2%  +40.9% 

 Source: FactSet and public filings.Note: Market data as of 20-Jul-2021. Reflects total returns from day prior to closing for each transaction – DCT: 21-Aug-2018 and LPT: 3-Feb-20201. Reflects index of following industrial REITs: PLD, DRE, REXR, FR, EGP, STAG, PSB and TRNO.  …and Outperformed other Cash Reinvestment Alternatives  Cash Reinvestment Alternatives    1   1    $8.4bn AcquisitionAnnounced 29-Apr-2018Closed 22-Aug-2018(100% Stock)    $12.6bn AcquisitionAnnounced 27-Oct-2019Closed 4-Feb-2020(100% Stock) 

 Merger Creates a Formidable Competitor in Fast-Growing Industrial Sector    1  Establishes leading diversified industrial real estate platform – Leverage existing logistics platform to build a market leading industrial portfolio and continue to participate in the rapid growth of the industrial sector and the E-commerce economy  2  Diversify into high growth multi-tenant industrial assets – Opportunistically add multi-tenant assets to portfolio to drive NOI growth and capture premium valuations ascribed to multi-tenant industrial REITs  3  Scale, stability, and fully funded growth strategy – Combining high-quality stable portfolio with EQC’s substantial liquidity provides immediate scale and is not dependent on external debt or equity capital to execute growth strategy  4  Improves access to capital – Investment grade quality balance sheet to enhance access to lower cost debt and equity capital  5  Strengthens balance sheet – In addition to EQC’s significant cash balance, EQC will cash out MNR’s $550 million 6.125% Series C Redeemable Preferred Stock in connection with the merger, which will create immediate savings of ~$34 million per annum  6  Increase diversification over time – MNR’s largest tenant represents 55% of annual rent; EQC plans to diversify its tenant base and industry concentrations as the portfolio grows  7  Strong corporate governance and leadership – EQC’s commitment to transparency, alignment and accountability to shareholders will continue at the Combined Company, led by Sam Zell, David Helfand and EQC’s existing management team 

 Source: FactSet, Green Street and public filings.Note: Market data as of July 20, 2021.1. Reflects average consensus NTM AFFO multiple for following REITs: PLD, DRE, FR, EGP and PSB.2. Reflects average consensus NTM AFFO multiple for following REITs: BNL, LXP, STAG and WPC.  Diversify Into High Growth Multi-Tenant Industrial Assets  Not all industrial assets are created equalMulti-tenant industrial REITs have historically traded at a significant valuation premium to single-tenant peersMulti-tenant industrial assets with shorter leases can capitalize on rising demand trends and generate higher cash flow growthOpportunity for Combined Company to increase exposure to multi-tenant industrial assets and capture valuation upside  2   1   Significant Valuation Premium for Multi-Tenant vs. Single Tenant Industrial REITs and Assets  Cap Rate 

 1. Reflects pro forma cash & cash equivalents and marketable securities as of March 31, 2021.  Well-Positioned to Execute Growth Strategy to Drive Shareholder Value  Target Acquisitions  Focus on high-quality industrial assets in markets across the US supported by strong demand~$2.4 billion of pro forma balance sheet cash 1 Additional acquisition capacity from sale of office properties  Dividend Policy  EQC anticipates paying a quarterly dividend post closing of the TransactionThe timing and amount of the dividend will be determined by the Board of Trustees  Capital Structure   Long-term leverage target in line with the industrial REIT sectorEQC will cash-out MNR’s Series C Redeemable Preferred Stock in connection with the merger  Synergies  Savings from cash-out of MNR’s Series C Redeemable Preferred StockPro forma G&A expected to be in-line with historical EQC run-rate after transition period 

 Significant Opportunities for Cash Flow Growth Post-Transaction  Note: Information based on S-4 filing.  Target ~$4.0 billion in new acquisitions (2021 – 2024)Balance going-in cap rate vs. NOI growth potentialIncremental run rate NOI of ~$170 millionCombined portfolio run-rate NOI of ~$340 millionFunded with ~$2.4 billion of balance sheet cash, proceeds from sale of office properties and modest leveragePayoff of $550 Series C Preferred - ~$34m in annual savingsNormalization of G&A over time - ~$10m of annual savingsPotential to replace existing MNR self-amortizing secured debt of ~$874 million over timeAbility to access unsecured debt marketsOpportunity to reduce ~$70 million in current annual debt amortizationNo equity or preferred equity issuance assumed 

 Note: As of March 31, 2021 unless otherwise noted. Reflects market data as of July 20, 2021.1. Fully diluted basis. EQC share count includes common stock, LTIP Units, OP Units, and unvested stock awards. MNR share count includes common stock, restricted share awards, and stock options which will be accelerated at closing of the Transaction. For illustrative purposes, number of MNR options calculated based on EQC closing price of $27.07 on July 20,2021.2. Equity market capitalization for EQC, MNR and Combined Company based on EQC closing price of $27.07 on July 20,2021 ($18.14 MNR pro forma equivalent). The merger agreement provides for MNR to pay its September quarterly common stock dividend of $0.18 per share without EQC paying a corresponding common dividend to its shareholders.3. Excludes debt issuance costs. 4. Includes value of MNR’s securities portfolio of $132 million as of March 31, 2021. 5. Reflects the cash-out of MNR’s Series C Redeemable Preferred Stock in connection with the transaction and the repayment of MNR’s $75 million term loan.  Balance Sheet Strength to Support Growth Strategy  Post Transaction, EQC Will Have ~$2.4 Billion of Cash to Fund Potential Acquisitions  (In millions, unless otherwise stated)  EQC  MNR  Combined5  Total shares and units1  123.4   98.6   189.4   Equity Market Capitalization1,2  $ 3,339   $ 1,788   $ 5,127   Debt3  0  949  874  Preferred Equity (liquidation preference)  123   550   123   Total Market Capitalization  $ 3,462   $ 3,287   $ 6,124              Cash and Marketable Securities4  $ 2,971   $ 151  $ 2,411   Net Debt / (Cash)4  (2,971)  798   (1,537)  Total Debt as a % of Total Market Capitalization  0.0 %  28.9 %  14.3 %  Total Debt + Preferred as a % of Total Market Capitalization  3.5 %  45.6 %  16.3 % 

 Sam ZellChairman  Mr. Zell is recognized as one of the founders of today’s public real estate industry after creating two of the largest real estate investment trusts (“REITs”) in the country: Equity Residential and Equity Office Properties Trust, which was sold for $39 billion in February 2007. Chairman of Equity Group Investments, a private investment firm he founded 50 years agoFounder and Chairman of Equity International, a private investment firm focused on building real estate-related businesses in international emerging marketsChairman of four other public companies listed on the NYSE: Equity Residential (NYSE: EQR); Equity LifeStyle Properties, Inc (NYSE: ELS); Covanta Holding Corporation (NYSE: CVA); and Equity Distribution Acquisition Corp (NYSE: EQD.U)  David HelfandPresident, CEO & Trustee  Advisor to Equity Group Investments, where he previously served as Co-President Founder and President of Helix Funds LLC, a private real estate investment management company, where he oversaw the acquisition, management and disposition of more than $2.2 billion of real estate assets. While at Helix Funds, he also served as Chief Executive Officer for American Residential Communities LLC, a Helix Funds portfolio companyFormer Executive Vice President and Chief Investment Officer for Equity Office Properties TrustServed as a Managing Director and participated in the formation of Equity International  David WeinbergEVP / COO   Former Managing Director of real estate investments at Equity Group Investments, where he was responsible for more than $1.0 billion of acquisitions and dispositions of real estate assetsPrior to joining Equity Group Investments, he was the senior investment professional responsible for investments in the multifamily and office sectors at Helix Funds LLC, a private real estate investment company, and oversaw dispositions for American Residential Communities LLC, a Helix Funds portfolio companyFormer Vice President of Investments and Asset Management at Equity Office Properties Trust where he participated in more than $6 billion of investment activity and oversaw a 16 million square foot office portfolio in Southern California  Orrin ShifrinEVP, General Counsel and Secretary  Previously handled legal matters for Equity Group Investment’s real estate investment activityFormer General Counsel and Secretary for Helix Funds LLC, a private real estate investment company, and General Counsel for American Residential Communities LLC, a Helix Funds portfolio company Prior to Helix Funds, he served as a Principal at Terrapin Properties LLC, a privately held real estate investment and development company, and was a Partner at the law firm of Katten Muchin Rosenman  Combined Company to be Led by EQC’s World Class Management Team   

 Source: Bloomberg as of 20-Jul-20211. Office Peers include CLI, JBGS, DEI, WRE, KRC, BXP, VNO, ESRT, HPP, CXP, CUZ, OFC, PGRE, HIW, SLG, PDM, BDN and OPI.2. Manufactured Housing REIT Peers include SUI and UMH.3 . Apartment REIT Peers include AVB, UDR, ESS, MAA, CPT, AIRC, IRT, NXRT, BRT, BRG, APTS and AIV.4. The MSCI US REIT Index (“RMZ”) is a free float-adjusted market capitalization weighted index comprised of 138 constituents representing ~99% of the US REIT universe and securities classified under the Equity REITs Industry (under the Real Estate Sector) according to GICS®, have core real estate exposure (i.e., only selected Specialized REITs are eligible) and carry REIT tax status..  EQC Management Team & Board Have Extensive, Proven Track Record  On a total shareholder return basis, ELS and EQR have outperformed their peer set by 1,441% and 288% since January 1995, respectively, while EQC has outperformed the office peers by 21% since June 2014  2  3  1  TSR Since Board and Management Led by Sam Zell Took Over (Jun-2014)  TSR Since Earliest Available RMZ4 Data (Jan-1995)  4 

 Source: Public filings1. Michael Landy and Sonal Pande designated by MNR Board to serve on Board of Trustees of Combined Company until its next annual meeting.  Combined Company to Continue EQC’s Stellar Governance Standards    MREIC  Combined Company  Governance Enhancement  Declassified Board  No  Yes    Majority Vote Standard to Elect Directors  No  Yes    Shareholder Ability to Amend Bylaws  None  Yes (>50%)    Special Meeting Threshold  >50%  10%    Action by Written Consent  No  Yes    Anti-Pledging Policy  No  Yes    Reduced Board Size  13 Directors  10 Trustees (2 to be designated by MNR Board) 1    Shorter Average Tenure  16 Years  6 Years   

 Source: FactSet and public filings.Note: Reflects taxable gain based on implied merger consideration of $18.14 as of 7/20/2021. Holding periods reflect market data from 7/20/2006, 7/20/2011, 7/20/2016 and 7/20/2020.  Tax-Efficient Transaction for MNR Shareholders  Founded in 1968, MNR is one of the oldest public equity REITs in the world with a significant retail investor followingRetail investors represent ~25% of MNR shareholders and may be more sensitive to the tax implications of a transactionAll-stock consideration allows MNR shareholders to defer unrealized gains that would otherwise be recognized and taxed in a cash sale    TotalTaxableGain  Total Taxable Gain ($)  Holding Period  Gross Basis   

 Win for MNR Shareholders. After nearly four months since MNR announced it was conducting a strategic review, MNR shareholders were rewarded in what we view as an attractive offer for its high-quality industrial portfolio supported by high exposure to investment grade tenants. We believe EQC is paying a full price for MNR assets…- BMO Capital Markets, May 5, 2021  We are encouraged by the announced merger… Additionally, the combined company will have a stronger financial position post merger, and is well positioned to fund the attractive BTS investment pipeline.- RBC Capital Markets, May 5, 2021  We think that shareholders would be well served to vote in favor of the agreement to combine with EQC because we think the resulting company will have the liquidity to grow a high quality, modern industrial portfolio and diversify away from its current tenant concentration, which will be reflected in the valuation of the combined entity.- Compass Point Research, July 22, 2021  We view the MNR merger as a smart strategy for EQC to transition into a better cash flow growth sector vs. office with a good quality…Further , the price paid by EQC appears reasonably fair based on a “back of the napkin” MNR analysis and considering a likely portfolio premium for industrial real estate.- Green Street Advisors, May 5, 2021  We like the combination of the MNR assets plus the EQC management and balance sheet…- Janney Montgomery Scott, July 26, 2021  We commend the Monmouth $MNR Board for reaching an agreement with $EQC that appears to be a great outcome for all shareholders. - Land & Buildings, May 5, 2021  1. Permission to use quotations was neither sought nor obtained.  Sell-Side Analysts & Activist Endorse Both Strategic Fit and Valuation1  “  “ 

   Compelling Valuation Now, Significant Upside Potential  Compelling transaction for MNR Shareholders26% premium to historical trading~4.6% cap rateAccretive to MNR NAVResult of a robust strategic review processExtensive strategic review process to maximize valueExposed opportunity to >90 institutional investors worldwideSignificant upside potentialParticipate in Combined Company evolution into a market-leading industrial REIT amidst rapid growth of E-commerceDiversify portfolio to include high growth multi-tenant assets and capture valuation upsideSignificant opportunities for cash flow growth post-transaction~$170 million in incremental NOI from future acquisitions~$34 million in annual savings from preferred payoff~$10 million in annual savings from normalizing G&A over time  World class management teamCompany to be led by EQC’s world-class management team and board with proven track record and history of delivering shareholder valueStrengthened balance sheet~$2.4 billion in cash at closingReduced market riskNo need to raise external capital to execute growth strategy for foreseeable futureIncreased market liquidity~$5.1 billion in combined equity market capitalizationStrong corporate governance standardsCombined Company to adopt EQC’s market leading standardsTax-efficient stock transaction vs. cashDefer gains that would otherwise be realized in a cash saleUnanimous approval from MNR Board of Directors and EQC Board of Trustees 

 Appendix   

 Consideration of Starwood’s Unsolicited Offers    The MNR Board, and its financial and legal advisors, met on 7/12/21 to discuss Starwood’s offer of $18.70 in net cash consideration per share offer, which the MNR Board noted was lower than the $19.51 per share offer Starwood submitted during the strategic review process.The MNR Board, and its financial and legal advisors, met on 7/15/21 to further discuss Starwood’s offer of $18.70 in net cash consideration per share and determine what action to take in response. During the 7/15/21 meeting, Starwood amended its proposal to $18.88 in net cash consideration per share. Consequently, the MNR Board meeting was adjourned to consider the amended Starwood proposal.The MNR Board, and its financial and legal advisors, met on 7/21/21 to discuss Starwood’s amended offer of $18.88 in net cash consideration per share. The MNR Board unanimously determined that the pending EQC merger represented the best opportunity to maximize value for MNR shareholders and it unanimously reaffirmed its support for, and its recommendation in favor of, the pending merger with EQC.Among the factors considered by the MNR Board in favor of the EQC Merger:Opportunity for MNR stockholders to participate in the significant upside potential of the Combined Company and the anticipated long-term growth of the industrial sector.Expertise and proven track record of EQC’s executive team, led by accomplished investor Sam Zell as Chairman and David Helfand as CEO, to implement its growth strategy.EQC’s considerable financial resources, including ~$2.4 billion in cash, to execute on the Combined Company’s growth strategy.Significantly strengthened balance sheet following the payoff of $550 million of MNR Preferred and lower cost of capital and broadened access to liquidity going forward.MNR stockholders will benefit from a significant increase in market liquidity given the Combined Company’s expected ~$5.1 billion public equity market capitalization.MNR stockholders will continue to receive dividends during the pendency of the EQC merger, including MNR’s recently declared September common dividend of $0.18 per share. Following the closing of the EQC merger, the Combined Company anticipates paying a quarterly dividend to all stockholders as determined by EQC’s Board of Trustees.MNR common stockholders will receive EQC common shares in the merger on a tax efficient basis, thereby allowing MNR’s many long-term investors to defer unrealized gains that would otherwise be realized and taxed as a result of a cash sale. 

 Consideration of Blackwells’ Offers and Vetting Process  1. Blackwells does not report its securities holdings in 13-F filings indicating that it may have less than $100 million in discretion over equity or equity-related investments and has not provided comfort as their ability to obtain equity financing to complete the transaction.  The MNR Board, and its financial and legal advisors, met on 12/8/20 to evaluate Blackwells’ $16.75 per share offer and it unanimously concluded the proposal was not in MNR’s best interests.The MNR Board, and its financial and legal advisors, met on 1/14/21 to evaluate Blackwells’ $18.00 per share offer and it unanimously concluded the revised proposal was not in MNR’s best interests.After fulsome consideration and deliberations, the Strategic Alternatives Committee unanimously decided not to invite Blackwells to participate in the strategic review process for among the following reasons:Blackwells has no public record of having completed an acquisition of a public companyBlackwells provided no evidence of having sufficient equity to consummate a transaction 1Blackwells took adversarial action in selecting MNR’s former long-tenured general counsel as a director nomineeBlackwells had discussions during 2020 with several investors involved in MNR’s 2021 strategic process, raising questions about its ability to consummate a transaction on its ownBlackwells (and one of its director nominees) have actively traded in and out MNR’s common shares since mid-2020 raising questions about their intentions 

 MNR Portfolio at June 30, 2021  High Quality National Portfolio Supported by Investment Grade Tenants  Source: MNR filings. Information as of June 30, 2021, unless otherwise stated.1. As of June 30, 2021, and includes a FedEx Ground facility purchased in Burlington, VT on July 29, 2021.  Portfolio Summary  # of Properties1  121  # of States1  32  Total Square Feet (million SF)1  24.7  Average Size (SF)1  204K  Occupancy   99.7%  Investment Grade Tenants as % of Rent1  83%  Rent from Fedex as % of Total Rent   56%  Weighted Average Rent Per SF  $6.59  Weighted Average Lease Term  7.2 years  Average Building Age1  10.1 years   MNR LQA NOI ($ million)  $156  Geographic Overview  Focus on major U.S. population centers in eastern U.S   Blue-Chip Tenants 

 MNR Select Properties  Indianapolis MSA  Daytona Beach MSA  Dallas MSA  Memphis MSA  Atlanta MSA  Savannah MSA  Phoenix MSA  Indianapolis MSA   

 EQC’s Office Properties in Strong Markets  EQC’s office assets located in markets experiencing strong population growth  Information as of June 30, 2021.    17th Street Plaza  Bridgepoint Square  1250 H Street  Capitol Tower            Market  Denver  Austin  Washington, D.C.  Austin  Square Feet  695 KSF  440 KSF  196 KSF  176 KSF  Number of Buildings  1  5  1  1  Leased Occupancy  91.6%  68.7%  84.6%  84.3%  Leases Expiring 2021  17 KSF  8 KSF  None  26 KSF  Largest Tenants  KPMG, LLPCBRE, Inc.Salesforce.com, Inc.  Equinor Energy ServicesThe Boon GroupNew York Life Insurance  Institute of Scrap Recycling IndustriesWawa, Inc.Cultural Vistas, Inc.  Crowdstrike, Inc.Kazoo, Inc. Capitol Services, Inc. 

XML

Document and Entity Information	Aug. 03, 2021
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 03, 2021
Entity Registrant Name	MONMOUTH REAL ESTATE INVESTMENT CORP
Entity Incorporation, State or Country Code	MD
Entity File Number	001-33177
Entity Tax Identification Number	22-1897375
Entity Address, Address Line One	101 CRAWFORDS CORNER ROAD, SUITE 1405
Entity Address, City or Town	Holmdel
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07733
City Area Code	732
Local Phone Number	577-9996
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000067625
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	MNR
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.125% Series C Cumulative Redeemable Preferred Stock
Trading Symbol	MNR-PC
Security Exchange Name	NYSE