Item 8.01 Other Events.

Material U.S. Federal Income Tax Considerations

In connection with filing a registration statement on Form S-4, Equity Commonwealth (the "Company") is filing a discussion of certain material U.S. federal income tax considerations relating to the Company's taxation as a real estate investment trust and the acquisition, ownership and disposition of the Company's common shares. The discussion is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description



  99.1      Material U.S. Federal Income Tax Considerations

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.

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