SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
CommonWealth REIT
(Name of Issuer)
Common Shares of Beneficial Interest, par value $0.01 per share
(Title of Class of Securities)
203233101
(CUSIP Number)
Keith Meister
Corvex Management LP
712 Fifth Avenue, 23rd Floor
New York, New York 10019
(212) 474-6700
Richard OToole
Related Fund Management, LLC
60 Columbus Circle
New York, New York 10023
(212) 421-5333
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 28, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 203233101 |
1 |
Names of reporting persons
CORVEX MANAGEMENT LP | |||||
2 | Check the appropriate box if a member of a group (see instructions) a. ¨ b. ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
10,850,500* | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
10,850,500* | |||||
11 |
Aggregate amount beneficially owned by each reporting person
10,850,500* | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.2%** | |||||
14 | Type of reporting person (see instructions)
PN; IA |
* | Includes 5,425,250 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D) (the Related Shares). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares. |
** | The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)). |
CUSIP No. 203233101 |
1 |
Names of reporting persons
KEITH MEISTER | |||||
2 | Check the appropriate box if a member of a group (see instructions) a. ¨ b. ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
UNITED STATES | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
10,850,500* | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
10,850,500* | |||||
11 |
Aggregate amount beneficially owned by each reporting person
10,850,500* | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.2%** | |||||
14 | Type of reporting person (see instructions)
IN |
* | Includes 5,425,250 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares. |
** | The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)). |
CUSIP No. 203233101 |
1 |
Names of reporting persons
RELATED FUND MANAGEMENT, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) a. ¨ b. ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
10,850,500* | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
10,850,500* | |||||
11 |
Aggregate amount beneficially owned by each reporting person
10,850,500* | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.2%** | |||||
14 | Type of reporting person (see instructions)
IA |
* | Includes 5,425,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) (the Corvex Shares). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares. |
** | The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)). |
CUSIP No. 203233101 |
1 |
Names of reporting persons
RELATED REAL ESTATE RECOVERY FUND GP-A, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) a. ¨ b. ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
10,850,500* | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
10,850,500* | |||||
11 |
Aggregate amount beneficially owned by each reporting person
10,850,500* | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.2%** | |||||
14 | Type of reporting person (see instructions)
OO |
* | Includes 5,425,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares. |
** | The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)). |
CUSIP No. 203233101 |
1 |
Names of reporting persons
RELATED REAL ESTATE RECOVERY FUND GP, LP | |||||
2 | Check the appropriate box if a member of a group (see instructions) a. ¨ b. ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
10,850,500* | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
10,850,500* | |||||
11 |
Aggregate amount beneficially owned by each reporting person
10,850,500* | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.2%** | |||||
14 | Type of reporting person (see instructions)
PN |
* | Includes 5,425,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares. |
** | The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)). |
CUSIP No. 203233101 |
1 |
Names of reporting persons
RELATED REAL ESTATE RECOVERY FUND, LP | |||||
2 | Check the appropriate box if a member of a group (see instructions) a. ¨ b. ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
10,850,500* | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
10,850,500* | |||||
11 |
Aggregate amount beneficially owned by each reporting person
10,850,500* | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.2%** | |||||
14 | Type of reporting person (see instructions)
PN |
* | Includes 5,425,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares. |
** | The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)). |
CUSIP No. 203233101 |
1 |
Names of reporting persons
RRERF ACQUISITION, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) a. ¨ b. ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
10,850,500* | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
10,850,500* | |||||
11 |
Aggregate amount beneficially owned by each reporting person
10,850,500* | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.2%** | |||||
14 | Type of reporting person (see instructions)
OO |
* | Includes 5,425,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares. |
** | The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)). |
This Amendment No. 7 to the Schedule 13D (this Amendment No. 7) relates to the common shares of beneficial interest, par value $0.01 per share (the Shares), of CommonWealth REIT, a Maryland real estate investment trust (the Issuer or CommonWealth) and amends the Schedule 13D filed on February 26, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on February 27, 2013, Amendment No. 2 thereto, filed with the SEC on March 4, 2013, Amendment No. 3 thereto, filed with the SEC on March 4, 2013, Amendment No. 4 thereto, filed with the SEC on March 11, 2013, Amendment No. 5 thereto, filed with the SEC on March 13, 2013, and Amendment No. 6 thereto, filed with the SEC on March 15, 2013 (the Original Schedule 13D and, together with this Amendment No. 7, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 7 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 7 is being filed by (i) Corvex Management LP, a Delaware limited partnership (Corvex), and Keith Meister and (ii) Related Fund Management, LLC, a Delaware limited liability company (Related), Related Real Estate Recovery Fund GP-A, LLC, a Delaware limited liability company, Related Real Estate Recovery Fund GP, L.P., a Delaware limited partnership, Related Real Estate Recovery Fund, L.P., a Delaware limited partnership, and RRERF Acquisition, LLC, a Delaware limited liability company.
This Amendment No. 7 is being filed to amend Item 3, Item 4, Item 5 and Item 7 of the Schedule 13D as follows:
Item 3 | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is amended and restated to read as follows:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 10,850,500 Shares. The aggregate purchase price of such Shares was approximately $198.72 million (including commissions and premiums). The Shares were acquired with working capital of the Corvex Funds and Related Recovery Fund.
The Reporting Persons may effect purchases of Shares through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Shares.
The information set forth under Item 6 is incorporated in this Item 3 in its entirety.
Item 4 | Purpose of Transaction |
Item 4 of the Schedule 13D is amended by adding the following:
On March 25, 2013, Corvex and Related sent a letter to the Issuers Board of Trustees, which letter is attached as Exhibit 16 and incorporated by reference in this Item 4 in its entirety.
On March 28, 2013, Corvex and Related issued a press release that included a letter to the Issuers board of trustees reaffirming their proposal to acquire all of the outstanding Shares and demanding that the Issuers board of trustees conduct a process to explore maximizing shareholder value prior to selling the Issuers controlling stake in Select Income REIT. The press release is attached as Exhibit 17 and incorporated by reference in this Item 4 in its entirety.
Item 5 | Interest in Securities of the Issuer |
Paragraphs (a)-(c) of Item 5 of the Schedule 13D are amended and restated to read as follows:
(a)-(b) Each of the Corvex Persons may be deemed to be the beneficial owner of 10,850,500 Shares (representing approximately 9.2% of the Issuers outstanding Shares), which include: (i) 5,425,250 Shares held on behalf of the Corvex Funds (the Corvex Shares) and (ii) 5,425,250 Shares held on behalf of RRERF (the Related Shares). By virtue of his position as a control person of the general partner of Corvex, Mr. Meister and Corvex may be deemed to share voting power and dispositive power with respect to the Corvex Shares. In addition, by virtue of the Agreement, the Corvex Persons may be deemed to share with the Related Persons voting power and dispositive power with respect to the Related Shares. Each of the Corvex Persons disclaims beneficial ownership with respect to the Related Shares.
Each of the Related Persons may be deemed to be the beneficial owner of 10,850,500 Shares (representing approximately 9.2% of the Issuers outstanding Shares), which include: (i) the Related Shares and (ii) the Corvex Shares. By virtue of their relationship, as described in Item 2, the Related Persons may be deemed to share voting power and dispositive power with respect to the Related Shares. In addition, by virtue of the Agreement, the Related Persons may be deemed to share with the Corvex Persons voting power and dispositive power with respect to the Corvex Shares. Each of the Related Persons disclaims beneficial ownership with respect to the Corvex Shares.
The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D.
(c) Except as set forth on Exhibit 5 to this Schedule 13D, there have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any of the Reporting Persons or, to their knowledge, any other person or entity referred to in Item 2 of this Schedule 13D.
Item 7 | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is amended by adding thereto the following:
Exhibit 5 | Transactions in the Shares (amended and restated) | |
Exhibit 16 | Letter to Issuers Board of Trustees dated March 25, 2013 | |
Exhibit 17 | Press Release dated March 28, 2013 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: March 28, 2013 | CORVEX MANAGEMENT LP | |||||
By: | /s/ Keith Meister | |||||
Keith Meister | ||||||
Managing Partner | ||||||
Date: March 28, 2013 | KEITH MEISTER | |||||
By: | /s/ Keith Meister | |||||
Date: March 28, 2013 | RELATED FUND MANAGEMENT, LLC | |||||
By: | /s/ Richard OToole | |||||
Richard OToole | ||||||
Vice President | ||||||
Date: March 28, 2013 | RELATED REAL ESTATE RECOVERY FUND GP-A, LLC | |||||
By: | /s/ Richard OToole | |||||
Richard OToole | ||||||
Vice President | ||||||
Date: March 28, 2013 | RELATED REAL ESTATE RECOVERY FUND GP, L.P. | |||||
By: Related Real Estate Recovery Fund GP-A, LLC, its general partner | ||||||
By: | /s/ Richard OToole | |||||
Richard OToole | ||||||
Vice President |
Date: March 28, 2013 | RELATED REAL ESTATE RECOVERY FUND, L.P. | |||||
By: Related Real Estate Recovery Fund GP, L.P., its general partner | ||||||
By: Related Real Estate Recovery Fund GP-A, LLC, its general partner | ||||||
By: | /s/ Richard OToole | |||||
Richard OToole | ||||||
Vice President | ||||||
Date: March 28, 2013 | RRERF ACQUISITION, LLC | |||||
By: | /s/ Richard OToole | |||||
Richard OToole | ||||||
Vice President |
Exhibit 5
TRANSACTIONS
The following table sets forth all transactions effected in the last sixty days by or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on March 28, 2013. All such transactions were purchases of Shares effected by Corvex in the open market and the table includes commissions paid in per share prices. Pursuant to the Agreement dated January 29, 2013 by and between Corvex and Related Recovery Fund, 50% of all Shares purchased by Corvex were allocated to a trading account established by Related Recovery Fund, and Related Recovery Fund promptly reimbursed Corvex at cost for the purchase price of such Shares.
Date of |
Number of Shares |
Price per Share |
||||||
1/16/2013 |
50,000 | 16.05 | ||||||
1/16/2013 |
25,000 | 16.04 | ||||||
1/16/2013 |
59,772 | 16.05 | ||||||
1/17/2013 |
75,000 | 15.99 | ||||||
1/17/2013 |
22,892 | 15.97 | ||||||
1/17/2013 |
100,255 | 15.98 | ||||||
1/17/2013 |
1,213 | 15.89 | ||||||
1/17/2013 |
25,000 | 15.95 | ||||||
1/18/2013 |
52,350 | 16.16 | ||||||
1/18/2013 |
400 | 16.04 | ||||||
1/18/2013 |
25,000 | 16.08 | ||||||
1/18/2013 |
6,382 | 16.10 | ||||||
1/22/2013 |
90,000 | 16.53 | ||||||
1/23/2013 |
199,031 | 16.58 | ||||||
1/24/2013 |
180,905 | 16.61 |
1/25/2013 |
95,138 | 16.78 | ||||||
1/28/2013 |
134,160 | 16.79 | ||||||
1/29/2013 |
176,534 | 16.89 | ||||||
1/30/2013 |
205,773 | 16.87 | ||||||
2/1/2013 |
77,074 | 16.77 | ||||||
2/1/2013 |
1,100 | 16.92 | ||||||
2/4/2013 |
213,100 | 16.87 | ||||||
2/5/2013 |
209,874 | 17.01 | ||||||
2/6/2013 |
103,583 | 17.02 | ||||||
2/7/2013 |
325,357 | 17.00 | ||||||
2/8/2013 |
35,646 | 17.05 | ||||||
2/8/2013 |
55,582 | 17.05 | ||||||
2/11/2013 |
116,976 | 17.05 | ||||||
2/12/2013 |
64,824 | 17.26 | ||||||
2/12/2013 |
98,100 | 17.30 | ||||||
2/13/2013 |
81,177 | 17.31 | ||||||
2/13/2013 |
208,710 | 17.30 | ||||||
2/14/2013 |
39,854 | 17.35 | ||||||
2/14/2013 |
40,170 | 17.35 | ||||||
2/15/2013 |
46,872 | 17.38 | ||||||
2/15/2013 |
103,803 | 17.41 | ||||||
2/19/2013 |
78,400 | 17.48 | ||||||
2/19/2013 |
471,600 | 17.46 |
2/20/2013 |
35,062 | 17.53 | ||||||
2/20/2013 |
584,449 | 17.55 | ||||||
2/20/2013 |
240,400 | 17.57 | ||||||
2/21/2013 |
143,644 | 17.43 | ||||||
2/21/2013 |
190,327 | 17.61 | ||||||
2/21/2013 |
20,761 | 17.66 | ||||||
2/21/2013 |
16,258 | 17.64 | ||||||
2/22/2013 |
386,204 | 17.95 | ||||||
2/22/2013 |
21,989 | 17.79 | ||||||
2/25/2013 |
1,155,000 | 16.44 | ||||||
2/25/2013 |
1,109,300 | 17.02 | ||||||
2/25/2013 |
375,000 | 16.29 | ||||||
3/5/2013 |
100,000 | 22.91 | ||||||
3/5/2013 |
50,000 | 22.96 | ||||||
3/5/2013 |
530,766 | 23.01 | ||||||
3/7/2013 |
125,000 | 21.96 | ||||||
3/7/2013 |
365,000 | 21.86 | ||||||
3/8/2013 |
454,233 | 22.09 | ||||||
3/8/2013 |
202,800 | 22.28 | ||||||
3/8/2013 |
2,700 | 22.05 | ||||||
3/8/2013 |
50,000 | 22.02 | ||||||
3/12/2013 |
110,000 | 21.85 | ||||||
3/25/2013 |
110,000 | 22.80 | ||||||
3/26/2013 |
125,000 | 22.64 | ||||||
3/27/2013 |
50,000 | 22.25 | ||||||
3/27/2013 |
250,000 | 22.23 | ||||||
3/28/2013 |
150,000 | 22.29 |
Exhibit 16
CORVEX MANAGEMENT LP 712 Fifth Avenue, 23rd Floor New York, New York 10019 |
RELATED FUND MANAGEMENT, LLC 60 Columbus Circle New York, New York 10023 |
CommonWealth REIT
Two Newton Place
255 Washington Street
Newton, MA 02458-1634
March 25, 2013
Dear Members of the Board:
As you are aware, Corvex Management, LP (Corvex) and Related Fund Management, LLC (Related) separately manage investment funds that collectively own approximately 8.6% of the outstanding common shares of CommonWealth REIT (CWH or the Company).
We were shocked to learn this morning that you are contemplating the possibility of selling the Companys 56% controlling equity interest in Selected Income REIT (SIR) in an underwritten offering, which we anticipate would be completed at a discount to market price. To state an obvious point, which we are concerned might have been lost amongst you and your advisors, any sale of shares constituting a control position in SIR should reflect a control premium, not a discount. Furthermore, any such sale must only be completed following a thorough and independent exploration of all available options to seek the highest price available to CWH for the sale of its controlling SIR stake much like any other process for the sale of a controlling stake in a public company would be completed by a responsible board mindful of its fiduciary duties.
Although you purport to disclaim that no decision has been made to sell the SIR stake at this time, we are highly suspicious of the timing of your announcement, and deeply troubled by the fact that you would even explore a potential sale of CWHs controlling stake in SIR at a discount to market. Our concerns are compounded by the fact that less than a month ago you completed on an expedited basis a highly dilutive offering of CWH shares at a significant discount to the market price. We demand that history not repeat itself.
We reiterate our call for the Board of Trustees of CWH to immediately set up a special committee, and that such committee retain independent legal and financial advisors. Among other things, the special committee must thoroughly explore all options available with respect to CWHs stake in SIR. By way of example, full consideration must be given to the termination of SIRs management agreements with Reit Management & Research LLC in connection with such sale, as the value of SIR will increase significantly to an interested buyer without the overhang of such agreement. Absent such termination, you will be selling CWHs controlling stake in SIR at a discount, while allowing Barry and Adam Portnoy to retain all the management fees they extract from SIR through RMRs management agreement. That would clearly be a related-party transaction that an independent committee would have to fully review with independent advisors. We would like to refer you to the letter we delivered to the so-called independent trustees on February 26, 2013 demanding that the board refrain from approving any further related party transaction.
We intend to hold the Board accountable for any further destruction of shareholder value that in our view would result from liquidating part or all of CWHs stake in SIR through an underwritten offering. As you know we have filed a consent solicitation statement to remove the entire Board. Your preliminary actions with respect to
SIR clearly justify our consent solicitation. We look forward to the day when CWH is managed by a truly independent Board that is accountable to its shareholders.
Sincerely, |
/s/ Keith Meister |
Keith Meister |
Corvex Management LP |
/s/ Jeff T. Blau |
Jeff T. Blau |
Related Fund Management, LLC |
cc. | Jeff Horowitz |
BofA Merrill Lynch |
Additional Information Regarding the Consent Solicitation
In connection with their solicitation of written consents, Corvex Management LP and Related Fund Management, LLC have filed a preliminary written consent solicitation statement with the Securities and Exchange Commission (the SEC) to solicit written consents from shareholders of the Company. Investors and security holders are urged to read the preliminary written consent solicitation statement in its entirety, and the definitive written consent solicitation statement and other relevant documents when they become available, because they will contain important information regarding the consent solicitation. The preliminary and definitive written consent solicitation statement and all other relevant documents will be available, free of charge, on the SECs website at www.sec.gov.
The following persons are participants in connection with the written consent solicitation of the Companys shareholders: Corvex Management LP, Keith Meister, Related Fund Management, LLC, Related Real Estate Recovery Fund GP-A, LLC, Related Real Estate Recovery Fund GP, LP, Related Real Estate Recovery Fund, LP, RRERF Acquisition, LLC, Jeff T. Blau and Richard OToole. Information regarding the participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, to the extent applicable, is available in the preliminary written consent solicitation statement filed with the SEC on March 26, 2013.
2
Exhibit 17
CORVEX AND RELATED REAFFIRM PROPOSAL TO ACQUIRE ALL OUTSTANDING
SHARES OF COMMONWEALTH REIT (CWH)
Demand Board of Trustees Conduct Process Prior to Selling Controlling
Stake in Select Income REIT (SIR)
NEW YORK, March 28, 2013Corvex Management LP and Related Fund Management, LLC, whose separately managed investment funds collectively own approximately 9.0% of the outstanding common shares of CommonWealth REIT, released the following letter delivered today to the Board of Trustees of CWH:
Board of Trustees
CommonWealth REIT
Two Newton Place
255 Washington Street
Newton, MA 02458-1634
March 28, 2013
Dear Members of the Board of Trustees:
We appreciate the time taken by Messrs. Barry and Adam Portnoy to meet with us in Boston this past Tuesday (after our initial request on February 25, 2013). We hereby submit to the Board of Trustees a proposal to acquire up to 100% of the outstanding shares of CWH. We are prepared to offer the same economic terms reflected in our February 27, 2013 letter to you, as represented by a $7.3 billion enterprise value. Our current offer represents a price of $24.50 per share today, as compared to $27.00 per share on February 27, 2013, due to the mathematical impact of the highly dilutive equity offering you completed earlier this month.1 Our current offer represents a premium of approximately 55% to CWHs price per share on February 25, 2013, the day before we publicly announced our ownership stake in CWH. Our offer is subject to further downward adjustment if you move forward with a sale of all or a portion of CWHs controlling stake in Select Income REIT.
We continue to believe that CWH is significantly undervalued due to its obsolete externally advised management structure and flawed corporate governance. We firmly believe that taking the proper steps, including but not limited to termination of the management agreement with RMR, adoption of corporate governance best practices, cessation of related party transactions, and shareholder friendly capital allocation, will create significant value for all CWH shareholders. However, in light of your recent actions, we have unfortunately concluded that you as a Board are not prepared to independently undertake or evaluate any such value enhancing steps.
In light of the foregoing, we are left with three options: (1) Corvex and Related acquire CWH in a negotiated transaction (in which we will seek to utilize a structure that will allow existing fellow shareholders to participate if they so choose), (2) CWH is sold to a third party willing to pay more than Corvex and Related, or (3) shareholders remove the current Board through a 2/3 vote in the near-term (we then anticipate that a new Board elected by its shareholders would run the business with an internal management team such that CWH trades at NAV, or sell CWH to someone at NAV). Rest assured, we
1 | Represents approximately $2.50 per share of dilution, based on the sale of approximately 30% of pro forma shares outstanding at a price per share $8.00 below the Corvex/Related offer price of $27.00 on February 27, 2013. |
are fully committed to pursuing the third alternative in the event you choose not to pursue options (1) or (2), and believe there is a clear path for us to remove all of you as trustees in the near term. It is only a matter of time before all shareholders have an opportunity to exercise their rights as owners of CWH and we are prepared to spend as much time as necessary to achieve that end.
We are prepared to meet immediately with you and your advisors in order to answer any questions about our acquisition offer and move expeditiously toward a definitive transaction agreement. To be clear, any such agreement would not have any diligence or financing condition, and we believe that if you are prepared to enter into good faith negotiations with us we could negotiate and announce a transaction in less than 3 weeks (note that we would be prepared to include any appropriate go-shop period in any transaction agreement). We and our financial advisor, Deutsche Bank Securities Inc., are ready, willing and able to proceed with such negotiations immediately. Further, we are prepared to discuss structural alternatives for a transaction that would allow interested shareholders to choose to participate in the upside potential of CWH when operated by a qualified management team after appropriate transition services.
Once again we want to take this opportunity to demand that you put in place a special committee advised by independent advisors, and that you refrain from taking any steps to destroy shareholder value, including selling CWHs controlling stake in Select Income REIT (SIR). As we stated in our letter to the Board dated March 25, 2013, we do not believe CWH should sell its 56% controlling interest in SIR in an underwritten offering, which we anticipate would be completed at a discount to market price. Any sale of shares constituting a control position in SIR should obviously reflect a control premium, not a discount. Furthermore, any such sale must only be completed following a thorough and independent exploration of all available options to seek the highest price available to CWH for the sale of its controlling SIR stake much like any other process for the sale of a controlling stake in a public company would be completed by a responsible board mindful of its fiduciary duties. Further, be aware that we would be prepared to buy such controlling stake in SIR at a premium to market value if the current SIR trustees resign and SIRs management agreement with RMR is terminated. While the path of selling SIR in an underwritten offering serves only RMR, which would maintain control of SIR and continue to extract management fees from the business, it is clearly not a value maximizing outcome for CWH shareholders.
We expect a prompt response to our offer.
Sincerely,
Keith Meister
Corvex Management LP
712 Fifth Avenue, 23rd Floor
New York, New York 10019
Jeff T. Blau
Related Fund Management, LLC
60 Columbus Circle
New York, New York 10023
Additional Information Regarding the Consent Solicitation
In connection with their solicitation of written consents to remove the board of trustees of CWH, Corvex Management LP and Related Fund Management, LLC have filed a preliminary written consent solicitation statement with the Securities and Exchange Commission (the SEC) to solicit written
consents from shareholders of the Company. Investors and security holders are urged to read the preliminary written consent solicitation statement in its entirety, and the definitive written consent solicitation statement and other relevant documents when they become available, because they will contain important information regarding the consent solicitation. The preliminary and definitive written consent solicitation statement and all other relevant documents will be available, free of charge, on the SECs website at www.sec.gov.
The following persons are participants in connection with the written consent solicitation of CWHs shareholders: Corvex Management LP, Keith Meister, Related Fund Management, LLC, Related Real Estate Recovery Fund GP-A, LLC, Related Real Estate Recovery Fund GP, LP, Related Real Estate Recovery Fund, LP, RRERF Acquisition, LLC, Jeff T. Blau and Richard OToole. Information regarding the participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, to the extent applicable, is available in the preliminary written consent solicitation statement filed with the SEC on March 26, 2013.
About Corvex Management LP
Corvex Management LP is an investment firm headquartered in New York, New York that engages in value-based investing across the capital structure in situations with identifiable catalysts. Corvex was founded in March 2011 and follows an opportunistic approach to investing with a specific focus on equity investments, special situations and distressed securities largely in North America.
About Related Fund Management, LLC
Related Fund Management, LLC is an affiliate of Related Companies, one of the most prominent privately-owned real estate firms in the United States. Formed 40 years ago, Related is a fully-integrated, highly diversified industry leader with experience in virtually every aspect of development, acquisitions, management, finance, marketing and sales. Relateds existing portfolio of real estate assets, valued at over $15 billion, is made up of best-in-class mixed-use, residential, retail, office and affordable properties. For more information about Related Companies please visit www.related.com.