EQC LIQUIDATING TRUST Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-12-26: Form 8-K; Period of report 2013-12-19; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2013-11-25: Form 8-K; Period of report 2013-11-24; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2013-11-19: Form 8-K; Period of report 2013-11-18; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 5.03.
- 2013-11-06: Form 8-K; Period of report 2013-11-06; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-12-26 | 8-K | 2013-12-19 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.03 On December 23, 2013, the Company entered into Amendment No. 1 to the Renewed Rights Agreement between the Company and Equiserve Trust Company, N.A., dated as of March 10, 2004, as amended on December 13, 2004 to appoint Wells Fargo Bank, National Association as successor Rights Agent, to eliminate the so-called “dead-hand” provisions which had provided that only the current Trustees of the Company (or persons they recommend or approve for election as Trustees of the Company) may redeem the rights following a triggering event. 5.03 On December 22, 2013, the Board (i) approved amendments to the Company’s declaration of trust to provide for the annual election of Trustees and to provide that the vote required to elect Trustees in a contested election is a plurality of votes cast and (ii) determined to present these amendments for approval by the Company’s shareholders at the Company’s 2014 annual meeting so they could become effective for the election of Trustees at that meeting. | a13-27117_18k.htm |
| 2013-11-25 | 8-K | 2013-11-24 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 24, 2013, in connection with the setting of the date for our 2014 annual meeting of shareholders for June 13, 2014, our Board of Trustees approved an amendment to our Amended and Restated Bylaws (as amended, our “Bylaws”) to move the time for shareholders to submit to the Company’s secretary nominations and proposals of other business for consideration at our 2014 annual meeting of shareholders to not later than 5:00 p.m. | a13-25024_18k.htm |
| 2013-11-19 | 8-K | 2013-11-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 The disclosure set forth below under Item 8.01 with respect to the interim arbitration award issued by the Arbitration Panel (the “Panel”) in connection with the previously disclosed arbitration proceedings between us and Corvex Management LP and Related Fund Management, LLC (together, “Corvex/Related”) is incorporated herein by reference. 8.01 In connection with the previously disclosed arbitration proceedings between us and Corvex/Related, the Panel issued an interim arbitration award on November 18, 2013 ruling, among other things, that Corvex/Related’s purported consent solicitation to remove our Board of Trustees was not properly conducted and cannot be validated. | a13-24593_18k.htm |
| 2013-11-06 | 8-K | 2013-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2013, CommonWealth REIT, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter and nine months ended September 30, 2013, and also provided certain supplemental operating and financial data for the quarter and nine months ended September 30, 2013. | a13-23589_18k.htm |
| 2013-10-04 | 8-K | 2013-10-01 | 8.01 Other Events | 8.01 On October 1, 2013, we announced that in furtherance of our business plan to reposition our property portfolio toward office buildings located in central business districts and away from suburban office and industrial properties, our Board of Trustees has approved a plan to sell an additional 110 of our properties. | a13-21783_18k.htm |
| 2013-09-26 | 8-K | 2013-09-20 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On September 20, 2013, our Board of Trustees approved an amendment to our Amended and Restated Bylaws (as amended, our “Bylaws”) to require that shareholder nominations and shareholder proposals of other business for consideration at our 2014 annual meeting of shareholders must be submitted to our secretary in accordance with the requirements of our Bylaws not later than 5:00 p.m. 8.01 On September 23, 2013, we also announced our intention to implement certain governance changes and the dismissal with prejudice of the derivative claim in the pending arbitration proceeding with Corvex Management LP and Related Fund Management, LLC, each as further described in the attached press release. | a13-21174_18k.htm |
| 2013-09-16 | 8-K | 2013-09-13 | 8.01 Other Events | 8.01 On September 13, 2013, CommonWealth REIT, or the Company, issued a press release announcing that it will redeem all of its outstanding 5.75% Senior Notes due 2014 at a redemption price equal to the principal amount of $99,043,000, plus accrued and unpaid interest to the date of redemption. | a13-20769_18k.htm |
| 2013-08-29 | 8-K | 2013-08-27 | 8.01 Other Events | 8.01 On August 27, 2013, CommonWealth REIT, or we or us, amended the agreement governing our unsecured revolving credit facility, or the revolving credit facility agreement, with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of other lenders and the agreement governing our unsecured term loan, or the term loan agreement, with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of other lenders. | a13-19422_18k.htm |
| 2013-08-08 | 8-K | 2013-08-07 | 8.01 Other Events | 8.01 In connection with the previously disclosed arbitration proceedings between CommonWealth REIT, or the Company, and Corvex Management LP and Related Fund Management, LLC, the Company issued a press release today commenting on an interim order from the arbitration panel issued August 7, 2013. | a13-13812_48k.htm |
| 2013-08-07 | 8-K | 2013-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2013, CommonWealth REIT, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter and six months ended June 30, 2013, and also provided certain supplemental operating and financial data for the quarter and six months ended June 30, 2013. | a13-13812_38k.htm |
| 2013-07-09 | 8-K | 2013-07-02 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On July 2, 2013, Select Income REIT, or SIR, issued and sold to the public 10,500,000 of its common shares of beneficial interest in a registered public offering, for a purchase price to the public of $28.25 per common share. | a13-15333_38k.htm |
| 2013-06-27 | 8-K | 2013-06-21 | 8.01 Other Events | 8.01 On June 21, 2013, Corvex Management LP and Corvex Master Fund LP, together Corvex, delivered a letter to CommonWealth REIT, or the Company, claiming to have received written consents from over 70% of the Company’s shareholders as of its purported record date to effectuate the immediate removal of the Company’s entire Board of Trustees. | a13-15333_28k.htm |
| 2013-05-17 | 8-K | 2013-05-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 As further described in Item 5.07 of this Current Report on Form 8-K, at the annual meeting of the shareholders of CommonWealth REIT, or the Company, Joseph L. Morea received less than the majority of shares required to be re-elected as an Independent Trustee. 5.07 At the annual meeting of the Company’s shareholders, held on May 14, 2013, the Company’s shareholders approved a nonbinding advisory resolution on the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement dated February 25, 2013, relating to the Company’s 2013 annual meeting of shareholders. 8.01 On May 14, 2013, the Company changed its trustee compensation arrangements. | a13-7724_288k.htm |
| 2013-05-09 | 8-K | 2013-05-08 | 8.01 Other Events | 8.01 In connection with the previously disclosed complaint filed by Corvex Management LP and Related Fund Management, LLC, or together, Corvex/Related, in the Circuit Court for Baltimore City, State of Maryland, titled Corvex Management LP, et al., v. | a13-11995_18k.htm |
| 2013-05-08 | 8-K | 2013-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2013, CommonWealth REIT, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter ended March 31, 2013, and also provided certain supplemental operating and financial data for the quarter ended March 31, 2013. | a13-11724_18k.htm |
| 2013-04-18 | 8-K | 2013-04-18 | 8.01 Other Events | 8.01 On April 18, 2013, CommonWealth REIT (the “Company”), responded to a record date request by Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related”, and together with Corvex “Corvex/Related”) in connection with Corvex/Related’s attempt to begin a consent solicitation to remove the Company’s entire Board of Trustees. | a13-7724_218k.htm |
| 2013-04-15 | 8-K | 2013-04-12 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On April 12, 2013, the Board of Trustees, or the Board, of CommonWealth REIT, or the Company, elected to be subject to Section 3-803 of the Maryland Unsolicited Takeovers Act, or Unsolicited Takeovers Act, effective that same day. 8.01 On April 15, 2013, the Company issued a press release attached as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference. | a13-7724_198k.htm |
| 2013-03-25 | 8-K | 2013-03-25 | 8.01 Other Events | 8.01 On March 25, 2013, CommonWealth REIT, or the Company, issued a press release announcing the results of its previously announced tender offer, or the Tender Offer, to purchase for cash up to $665,000,000 in aggregate principal amount of its 5.75% Senior Notes due February 15, 2014, 6.40% Senior Notes due February 15, 2015, 5.75% Senior Notes due November 1, 2015 and 6.25% Senior Notes due August 15, 2016, as of the expiration date of midnight, New York City time, at the end of March 22, 2013. | a13-7724_68k.htm |
| 2013-03-25 | 8-K | 2013-03-25 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 25, 2013, the Company issued a press release filed as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference. | a13-7724_78k.htm |
| 2013-03-19 | 8-K | 2013-03-18 | 8.01 Other Events | 8.01 In connection with the previously disclosed complaint filed by Corvex Management LP and Related Fund Management LLC (together, “Corvex/Related”) in the Circuit Court for Baltimore City, State of Maryland, titled Corvex Management LP, et al., v. | a13-7724_58k.htm |
| 2013-03-18 | 8-K | 2013-03-15 | 8.01 Other Events | 8.01 On March 15, 2013, CommonWealth REIT, or we or our, sold all 9,950,000 common shares of beneficial interest, or common shares, that we owned of Government Properties Income Trust, or GOV, in a public offering for $25.20 per common share, raising gross proceeds of $250.7 million ($239.7 million net of underwriting discount and other estimated expenses). | a13-7790_18k.htm |
| 2013-03-12 | 8-K | 2013-03-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 11, 2013, in connection with the Offering, the Company issued a press release announcing the pricing of all of the GOV Common Shares owned by the Company. | a13-5944_158k.htm |
| 2013-03-11 | 8-K | 2013-03-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 11, 2013, the Company issued a press release announcing the commencement of a registered public offering, or the Offering, of its 9,950,000 common shares of beneficial interest of GOV. | a2213578z8-k.htm |
| 2013-03-05 | 8-K | 2013-03-05 | 8.01 Other Events | 8.01 On March 5, 2013, CommonWealth REIT, or the Company, issued a press release announcing the closing of its previously announced public offering of 34,500,000 common shares of beneficial interest. | a13-5944_138k.htm |
| 2013-03-05 | 8-K | 2013-03-04 | 8.01 Other Events | 8.01 On March 4, 2013, the United States District Court for the District of Massachusetts issued an order denying the plaintiff’s, Delaware County Employees Retirement Fund, motion filed in connection with the previously disclosed action, or the Delaware County Action, filed in the United States District Court for the District of Massachusetts titled Delaware County Employees Retirement Fund v. | a13-5944_128k.htm |
| 2013-03-04 | 8-K | 2013-03-01 | 8.01 Other Events | 8.01 On March 1, 2013, in connection with the previously disclosed action, or the Delaware County Action, filed in the United States District Court for the District of Massachusetts titled Delaware County Employees Retirement Fund v. | a13-5944_118k.htm |
| 2013-03-01 | 8-K | 2013-02-28 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 In response to numerous questions from investors, on March 1, 2013, the Board of Trustees, or the Board, of CommonWealth REIT, or the Company, adopted amended and restated bylaws of the Company, or the Amended and Restated Bylaws, effective that same day. 8.01 On February 28, 2013, the Company issued a press release announcing that the underwriters involved in the Company’s previously announced public offering, or the Equity Offering, have exercised their option in full to purchase an additional 4,500,000 common shares of beneficial interest. | a13-5944_108k.htm |
| 2013-03-01 | 8-K | 2013-02-27 | 8.01 Other Events | 8.01 On February 27, 2013, CommonWealth REIT, or the Company, priced an underwritten public offering of 30,000,000 common shares of beneficial interest, or the Equity Offering. | a13-5944_98k.htm |
| 2013-02-27 | 8-K | 2013-02-27 | 8.01 Other Events | 8.01 CommonWealth REIT, or the Company, previously reported that on February 26, 2013, Corvex Management, LP, or Corvex, and Related Fund Management, LLC, or Related, jointly filed a Schedule 13D with the Securities and Exchange Commission, which filing was amended by them on February 27, 2013, and that on February 26 and February 27, 2013, the Company’s Board of Trustees received open letters from Corvex and Related, or the Corvex/Related Letters, raising various matters. | a13-5944_78k.htm |
| 2013-02-27 | 8-K | 2013-02-27 | 8.01 Other Events | 8.01 CommonWealth REIT, or the Company, previously reported that on February 26, 2013, the Company’s Board of Trustees received two open letters, or the Corvex/Related Letters, from Corvex Management, LP, or Corvex, and Related Fund Management, LLC, or Related, raising various matters, and that Corvex and Related jointly filed a Schedule 13D with the Securities and Exchange Commission. | a13-5944_68k.htm |
| 2013-02-27 | 8-K | 2013-02-26 | 8.01 Other Events | 8.01 On February 26, 2013, the Board of Trustees of CommonWealth REIT, or the Company, received two open letters, or the Corvex/Related Letters, from Corvex Management, LP, or Corvex, and Related Fund Management, LLC, or Related, raising various matters, and Corvex and Related jointly filed a Schedule 13D with the Securities and Exchange Commission, or the SEC. | a13-5944_58k.htm |
| 2013-02-25 | 8-K | 2013-02-25 | 8.01 Other Events | 8.01 On February 25, 2013, CommonWealth REIT, or the Company, issued a press release announcing that it commenced a tender offer, or the Tender Offer, to purchase for cash up to $450.0 million of its outstanding 5.75% Senior Notes due February 15, 2014, 6.40% Senior Notes due February 15, 2015, 5.75% Senior Notes due November 1, 2015 and 6.25% Senior Notes due August 15, 2016, subject to the terms and conditions set forth in the offer to purchase and letter of transmittal related to the Tender Offer. | a13-5944_38k.htm |
| 2013-02-25 | 8-K | 2013-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2013, CommonWealth REIT, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter and year ended December 31, 2012, and also provided certain supplemental operating and financial data for the quarter and year ended December 31, 2012. | a13-5807_18k.htm |
| 2013-02-05 | 8-K | 2013-02-04 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the revolving credit facility, as amended, and the Agreement under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. | a13-4373_18k.htm |
| 2013-02-04 | 8-K | 2013-01-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a13-3951_18k.htm |