0001193125-13-268211.txt : 20130624 0001193125-13-268211.hdr.sgml : 20130624 20130624083822 ACCESSION NUMBER: 0001193125-13-268211 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130624 DATE AS OF CHANGE: 20130624 GROUP MEMBERS: DAVID R. JOHNSON GROUP MEMBERS: KEITH MEISTER GROUP MEMBERS: RELATED FUND MANAGEMENT, LLC GROUP MEMBERS: RELATED REAL ESTATE RECOVERY FUND GP, LP GROUP MEMBERS: RELATED REAL ESTATE RECOVERY FUND GP-A, LLC GROUP MEMBERS: RELATED REAL ESTATE RECOVERY FUND, LP GROUP MEMBERS: RRERF ACQUISITION, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CommonWealth REIT CENTRAL INDEX KEY: 0000803649 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046558834 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37896 FILM NUMBER: 13928487 BUSINESS ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6177968350 MAIL ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: HRPT PROPERTIES TRUST DATE OF NAME CHANGE: 19980701 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST DATE OF NAME CHANGE: 19940811 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & REHABILITATION PROPERTIES TRUST DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Corvex Management LP CENTRAL INDEX KEY: 0001535472 IRS NUMBER: 274190685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 474-6700 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d557482dsc13da.htm AMENDMENT NO.11 TO SCHEDULE 13D Amendment No.11 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

 

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 O’Toole

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)

June 21, 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 person’s 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

 

    11,360,154.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    11,360,154.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    11,360,154.441*

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)

 

    9.6%**

14  

Type of reporting person (see instructions)

 

    PN; IA

 

* Includes (i) 5,675,250 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D) (the “Related Shares”) and (ii) 9,654.441 Shares held in the aggregate by the Individual Shareholder (as defined in this Schedule 13D) (the “Additional Shares”). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares and the Additional Shares.
**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,752.3752 Shares outstanding, comprised of (i) 684.3752 Shares which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 ½% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

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

 

    11,360,154.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    11,360,154.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    11,360,154.441*

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)

 

    9.6%**

14  

Type of reporting person (see instructions)

 

    IN

 

* Includes (i) 5,675,250 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D) and (ii) 9,654.441 Shares held in the aggregate by the Individual Shareholder (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 and the Additional Shares.
**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,752.3752 Shares outstanding, comprised of (i) 684.3752 Shares which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 ½% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

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

 

    11,360,154.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    11,360,154.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    11,360,154.441*

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)

 

    9.6%**

14  

Type of reporting person (see instructions)

 

    IA

 

* Includes (i) 5,675,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) (the “Corvex Shares”) and (ii) 9,654.441 Shares held in the aggregate by the Individual Shareholder (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 and the Additional Shares.
**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,752.3752 Shares outstanding, comprised of (i) 684.3752 Shares which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 ½% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

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

 

    11,360,154.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    11,360,154.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    11,360,154.441*

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)

 

    9.6%**

14  

Type of reporting person (see instructions)

 

    OO

 

* Includes (i) 5,675,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,654.441 Shares held in the aggregate by the Individual Shareholder (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 and the Additional Shares.
**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,752.3752 Shares outstanding, comprised of (i) 684.3752 Shares which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 ½% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

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

 

    11,360,154.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    11,360,154.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    11,360,154.441*

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)

 

    9.6%**

14  

Type of reporting person (see instructions)

 

    PN

 

* Includes (i) 5,675,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,654.441 Shares held in the aggregate by the Individual Shareholder (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 and the Additional Shares.
**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,752.3752 Shares outstanding, comprised of (i) 684.3752 Shares which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 ½% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

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

 

    11,360,154.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    11,360,154.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    11,360,154.441*

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)

 

    9.6%**

14  

Type of reporting person (see instructions)

 

    PN

 

* Includes (i) 5,675,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,654.441 Shares held in the aggregate by the Individual Shareholder (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 and the Additional Shares.
**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,752.3752 Shares outstanding, comprised of (i) 684.3752 Shares which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 ½% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

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

 

    11,360,154.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    11,360,154.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    11,360,154.441*

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)

 

    9.6%**

14  

Type of reporting person (see instructions)

 

    OO

 

* Includes (i) 5,675,250 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) and (ii) 9,654.441 Shares held in the aggregate by the Individual Shareholder (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 and the Additional Shares.
**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,752.3752 Shares outstanding, comprised of (i) 684.3752 Shares which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 ½% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

CUSIP No. 203233101  

 

  1   

Names of reporting persons

 

DAVID R. JOHNSON

  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)

 

    PF

  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

 

    9,654.441*

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    9,654.441*

11  

Aggregate amount beneficially owned by each reporting person

 

    9,654.441*

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)

 

    —**

14  

Type of reporting person (see instructions)

 

    IN

 

*

Includes 684.3752 common shares of beneficial interest of the Issuer which would be received upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 1/2% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share).

**

Less than 1% based upon an aggregate of 118,304,752.3752 Shares, comprised of (i) 684.3752 Shares which would be outstanding upon the conversion of Mr. Johnson’s 1,423.4834 shares of the Issuer’s 6 1/2% Series D Cumulative Convertible Preferred Shares (calculated based upon a conversion rate of 0.480775 common shares per series D preferred share) and (ii) 118,304,068 Shares of beneficial interest outstanding as of May 8, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 9, 2013.

This Amendment No. 11 to the Schedule 13D (this “Amendment No. 11”) 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, Amendment No. 6 thereto, filed with the SEC on March 15, 2013, Amendment No. 7 thereto, filed with the SEC on March 28, 2013, Amendment No. 8 thereto, filed with the SEC on April 12, 2013, Amendment No. 9 thereto, filed with the SEC on April 18, 2013 and Amendment No. 10 thereto, filed with the SEC on June 20, 2013 (the “Original Schedule 13D” and, together with this Amendment No. 11, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 11 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 11 is being filed by (i) Corvex Management LP, a Delaware limited partnership (“Corvex”), and Keith Meister, (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 and (iii) David R. Johnson (the “Individual Shareholder”).

This Amendment No. 11 is being filed to amend Item 4 and Item 7 of the Schedule 13D as follows:

Item 4 Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following:

On June 21, 2013, Corvex and Related issued a press release regarding their delivery of written consents from holders of over 70% of the outstanding shares approving the proposal to remove the entire Board of Trustees of the Issuer. The press release is attached as Exhibit 25 and incorporated by reference in this Item 4 in its entirety.

 

Item 7 Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

 

Exhibit 25    Press Release dated June 21, 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: June 24, 2013     CORVEX MANAGEMENT LP
    By:  

/s/ Keith Meister

      Keith Meister
      Managing Partner
Date: June 24, 2013     KEITH MEISTER
    By:  

/s/ Keith Meister

Date: June 24, 2013     RELATED FUND MANAGEMENT, LLC
    By:  

/s/ Richard O’Toole

      Richard O’Toole
      Vice President
Date: June 24, 2013     RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
    By:  

/s/ Richard O’Toole

      Richard O’Toole
      Vice President
Date: June 24, 2013     RELATED REAL ESTATE RECOVERY FUND GP, L.P.
    By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
    By:  

/s/ Richard O’Toole

      Richard O’Toole
      Vice President

Date: June 24, 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 O’Toole

      Richard O’Toole
      Vice President
Date: June 24, 2013     RRERF ACQUISITION, LLC
    By:  

/s/ Richard O’Toole

      Richard O’Toole
      Vice President
Date: June 24, 2013     DAVID R. JOHNSON
    By:  

/s/ David R. Johnson

 EX-25 2 d557482dex25.htm EX-25 EX-25

Exhibit 25

Holders of Over 70% of the Outstanding Shares of CommonWealth REIT Approve

Removal of Entire Board of Trustees Effective Immediately

Corvex and Related Demand CommonWealth Officers Immediately Call a Special Meeting

of Shareholders to Elect New Board

NEW YORK, June 21, 2013 – Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related”), whose separately managed investment funds collectively own approximately 9.6% of the outstanding shares of CommonWealth REIT (NYSE:CWH), today announced that they have delivered consents from holders of over 70% of the outstanding shares approving the proposal to remove the entire Board of Trustees of CommonWealth effective immediately.

As of today Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, and Frederick N. Zeytoonjian are in our view no longer trustees and have no authority to act as such or in any way direct or bind the Company. We will hold each former trustee personally accountable if they attempt to illegitimately usurp corporate authority they do not have. We advise third parties that do business with CommonWealth that we reserve the right to challenge any corporate action that may be taken by these former trustees on or after today as invalid.

We demand that the officers of CommonWealth and RMR immediately take all actions necessary to promptly call and hold a special meeting of shareholders to elect new trustees, as mandated by CommonWealth’s charter. We look forward to putting together a slate of highly qualified replacement trustees in consultation with our fellow shareholders.

Until the replacement board is elected, we expect the continuing CommonWealth officers and RMR to discharge their fiduciary and contractual obligations to ensure a smooth transition process to a new duly elected board. As we have previously communicated, Jim Lozier, a 30+ year real estate industry veteran, and one of the world’s largest leading commercial real estate services firms stand ready to provide transitional managerial services and expertise if necessary or appropriate. We are prepared to engage in discussions with any CommonWealth lender, and stand behind our commitment to buy 51% of the Company’s revolver and term loan at par, if necessary.

Keith Meister of Corvex and Jeff T. Blau of Related, said:

“This is a tremendous victory for all CommonWealth shareholders and reflects overwhelming support for immediate change. We encourage the remaining officers and former trustees to stop their efforts to disregard the clear mandate from holders of over 70% of CommonWealth’s shares and put an end to the unrelenting waste of company resources to advance the Portnoys’ personal agenda. We stand ready to meet with the officers of CommonWealth to effectuate a quick and orderly transition of the board in a manner that enhances value for all CommonWealth shareholders. If the Portnoys insist on defying shareholders, we will continue to aggressively pursue our claims in arbitration and are confident we will prevail.”

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. Related’s 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.

For further information, contact:

Rupal Doshi

Corvex

(212) 474-6750

rdoshi@corvexcap.com

Joanna Rose

Related

(212) 801-3902

jrose@related.com

 

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