Equity Commonwealth

Good morning, and thanks for joining this call to discuss Equity Commonwealth's results for the quarter ending September 30, 2024, and an update on the company. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. As a reminder, this conference is being recorded. Please be advised that certain matters discussed during the conference call may constitute forward-looking statements within the meaning of federal securities laws. Please refer to the section titled Forward-Looking Statements in the press release issued yesterday, as well as the section titled Risk Factors in the company's annual report on Form 10-K, quarterly reports on Form 10-Q from subsequent quarters, and in our Definitive Proxy Statement on Schedule 14-A filed on October 2, 2024, for discussion of factors that could cause the company's actual results to materially differ from any forward-looking statements. The company assumes no obligation to update or supplement any forward-looking statements made today. The company posts important information on its website at www.eqcre.com, including information that may be material. The portion of today's remarks regarding the company's quarterly earnings also includes certain non-GAAP financial measures. Please refer to yesterday's press release. and supplemental containing the company's results for reconciliation of these non-GAAP measures to the company's GAAP financial results. On the call today are David Helfand, President and CEO, David Weinberg, COO, and Bill Griffiths, CFO. With that, I will turn the call over to David Helfand.

Thank you. Good morning. I'd like to provide some key updates on our progress since our last call at the end of July. Our two Austin properties and our DC property are now under contract. These assets are held for sale on our September 30th balance sheet, and we recognized a $50 million non-cash impairment charge in this quarter's financials. The closing of these sales are expected to begin in early November, and the buyers have posted non-refundable deposits. Pricing for the three sales plus our expectation for Denver in total remains consistent with the $234 million estimate we discussed on last quarter's call. The marketing of 1225 17th Street in Denver commenced in September, so it's too early to provide an update on that process. We will provide more information on all of the dispositions as they progress. With respect to our upcoming special shareholder meeting, we've set a meeting date of November 12th for shareholders of record as of the close of business on October 1st to vote to approve the plan of sale as well as the related advisory vote on say on pay. The plan of sale requires the affirmative vote of two-thirds of our outstanding common shares to be approved. We continue to estimate the total distributions resulting from the plan of sale will be in the $19.50 to $21 per share range. Assuming shareholders approve the plan of sale, we will adopt liquidation basis accounting for our 2024 10K. Under this method, assets are recognized at the amount expected to be collected, and our estimated expenses, including wind-down costs, will be accrued in full as of December 31, 2024. The year-end and future quarter's financials will outline any changes to the estimates and a statement of changes in net assets. Following shareholder approval of the plan of sale and subject to Board approval, we will pay off the Series D preferred and declare a common distribution of $18 to $19 per share with the payments made in early December. The exact amount of the common distribution will depend on the status of the dispositions at that time. After all the remaining assets are sold, which we currently estimate to be by the end of the first quarter of 2025, We will distribute substantially all of our remaining cash, net of a reserve for any remaining liabilities. Then, sometime in the second quarter of next year, we expect to commence the NYSE delisting and SEC deregistration processes, transfer the remaining assets and liabilities to a liquidating trust, and complete other administrative tasks with the goal substantially winding down by the end of the second quarter. to expect to qualify as REIT in 2024 and 2025. So far, the disposition process has gone reasonably smoothly, but it remains a challenging time to sell office buildings. The inability to close one or more of our dispositions will affect the timing for the overall wind-down. We are focused at EQC on executing the wind-down process prudently and efficiently. We'll continue to communicate our progress. We appreciate the support we've received from our shareholders and want to acknowledge the continued hard work and dedication of the ETC team. With that, David, Bill, and I are happy to take your questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. Our first question comes from the line of Craig Mailman with Citi. Please proceed with your question.