BACKGROUND OF THIS SOLICITATION
In this Background of this Solicitation section, references to Starwood are to Starwood Real Estate Income Trust,
Inc. and/or one or more of its affiliates.
On December 1, 2020, Blackwells Capital LLC (Blackwells), a shareholder
of MNR, delivered a letter to Eugene Landy, founder of MNR and Chairman of the MNR Board, and Michael Landy, President and Chief Executive Officer of MNR and the son of Eugene Landy, communicating an unsolicited,
non-binding preliminary proposal to acquire all of the outstanding common shares of MNR in an all-cash transaction at a price of $16.75 per share (the Initial
Blackwells Proposal).
On December 10, 2020, Eugene Landy responded to the Initial Blackwells Proposal with a statement that
the MNR Board determined that pursuing a sale of MNR would not be in the best interest of MNR at the time.
On December 18, 2020,
Blackwells delivered a revised proposal to Eugene Landy and Michael Landy offering to pay $18.00 per share in cash to acquire all of the outstanding common shares of MNR (the Revised Blackwells Proposal) and otherwise under substantially
the same terms and conditions as the Initial Blackwells Proposal.
On December 21, 2020, MNR publicly disclosed its receipt of the
Revised Blackwells Proposal.
On December 22, 2020, Starwood expressed an interest in exploring a potential acquisition of MNR to one
of MNRs financial advisors, CSCA Capital Advisors, LLC (CSCA).
On December 23, 2020, Blackwells counsel
delivered a letter (the Blackwells Nomination Notice) to Michael D. Prashad, General Counsel and Corporate Secretary of MNR, announcing its intention to nominate a slate of four candidates for election to the MNR Board at MNRs 2021
annual meeting of shareholders, and to submit certain shareholder proposals for consideration by MNRs shareholders at the MNR 2021 annual meeting.
On December 29, 2020, Land & Buildings Capital Growth Fund, LP (Land & Buildings), a shareholder of MNR,
delivered a written notice to MNR indicating its intention to nominate its own slate of four director candidates for election at MNRs 2021 annual meeting and to submit one non-binding proposal to be
voted on by MNR shareholders at the MNR 2021 annual meeting.
On January 14, 2021, Eugene Landy sent a letter to Blackwells stating
that the MNR Board had reviewed the Revised Blackwells Proposal with its legal and financial advisors and had determined that it was not in the best interests of MNR and its stockholders. Eugene Landy also informed Blackwells that the MNR Board had
decided to explore potential strategic alternatives to maximize shareholder value and had retained J.P. Morgan Securities LLC (J.P. Morgan) and CSCA to assist and advise the MNR Board in that review.
On the same day, MNR publicly disclosed the MNR Boards determinations to reject the Revised Blackwells Proposal and to conduct a review
of MNRs potential strategic alternatives. Shortly following MNRs announcement, representatives of Starwood contacted both CSCA and J.P. Morgan to reiterate Starwoods interest in exploring a potential transaction.
Also on the same day, the MNR Board formed a Strategic Alternatives Committee consisting of two
non-independent directors, Michael Landy, the Companys President and Chief Executive Officer (and the son of MNRs founder and Chairman of the MNR Board Eugene Landy), and Kevin Miller, the
Companys Chief Financial and Accounting Officer and Treasurer, and two non-management directors, K.C. Conway and Scott Robinson.
On January 19, 2021, the MNR Board received a letter from Land & Buildings requesting that the MNR Board immediately appoint
Land & Buildings director nominees to the MNR Board and to the Strategic Alternatives Committee. Subsequently on January 26, 2021, Land & Buildings issued a press release regarding its director nominees to the MNR Board.
On February 5 and 6, 2021, Michael Landy contacted several of the potential counterparties with whom Michael Landy had existing
relationships, including David Helfand, EQCs Chief Executive Officer, to inquire as to whether the potential counterparty would be interested in participating in the strategic alternatives process. Michael Landy had previously met David
Helfand when David Helfand was serving as an executive of another real estate investment trust, Equity LifeStyle Properties, Inc. (NYSE: ELS). On February 7 and 11, 2021, Michael Landy and David Helfand had follow-up conversations regarding
EQCs evaluation of a possible transaction, and David Helfand expressed interest in participating in the strategic alternatives process.
On February 7, 2021, Starwood, MNR and their respective advisors negotiated and executed a
non-disclosure agreement. The Non-Disclosure Agreement contained customary standstill provisions, which expired by their terms upon MNRs execution of the EQC
Merger Agreement on May 4, 2021.
During the first week of March 2021, representatives of Starwood participated in a due diligence
meeting with MNR management and MNRs financial advisors.
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