Equity Commonwealth (the “Company”) was a Maryland real estate investment trust (REIT) trading on the New York Stock Exchange under the ticker symbol EQC until it was voluntarily delisted on April 22, 2025 as part of the Company’s Plan of Sale and Dissolution (the “Plan of Sale”) approved by the Company’s shareholders on November 12, 2024.
On June 13, 2025 (the “Effective Date”), as part of the Plan of Sale, the Company transferred its remaining assets and liabilities to EQC Liquidating Trust (“EQC LT”), a newly-created Maryland common law trust, for the benefit of the common shareholders of the Company.
In conjunction with the transfer, EQC LT distributed all its units of beneficial interests to the common shareholders of the Company, with each common shareholder receiving one unit in EQC LT (the “Units”) for each common share held. As a result, all outstanding common shares of the Company have been cancelled, and the Company has deregistered with the Securities and Exchange Commission (the “SEC”) and dissolved.
The purpose of EQC LT is to wind up the affairs of the Company, liquidate the Company’s remaining assets, pay any liabilities, costs and expenses assumed or incurred by EQC LT, and distribute any net proceeds to the holders of the Units. Distributions from EQC LT, if any, are expected to be nominal.
The five trustees of EQC LT are the Company's four named executive officers (David Helfand, William (Bill) Griffiths, David Weinberg and Orrin Shifrin) and the Lead Independent Trustee (Peter Linneman) of the Company’s Board of Trustees. They are vested with the authority to oversee EQC LT. Equity Commonwealth Management LLC, a wholly-owned subsidiary of EQC LT, will manage the day-to-day affairs of EQC LT under the supervision of the trustees of EQC LT.
Under the Liquidating Trust Agreement, Units are not transferable or assignable, except by will, intestate succession or operation of law. The Units are not certificated and are not listed on any exchange or quoted on any quotation system or otherwise tradeable in any public or private transactions. The restrictions on transfer will not prohibit the transfer of Units held by nominees or brokers to the beneficial holders of such Units.
The U.S. federal income tax consequences of the transfer of the Company's assets and liabilities to EQC LT and the distribution of the Units to the Company’s shareholders are summarized in the definitive proxy statement filed by the Company with the SEC on October 2, 2024. Additional tax information for the deemed distribution is available on this website via Form 8937 (see Investor Relations/Dividend History).