8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 27, 2013

COMMONWEALTH REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

(617) 332-3990

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

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.  Among other things, the Corvex/Related Letters demanded that the Company terminate its public offering of common shares, or the Equity Offering, and its tender offer to purchase certain senior unsecured notes, or the Tender Offer, which were previously disclosed in the Company’s Current Report on Form 8-K dated February 25, 2013.  The Company also previously reported that, on February 27, 2013, Corvex and Related filed a complaint in a Maryland state court, against the Company, its trustees and Reit Management & Research LLC, the Company’s manager, that requests that the court, among other things, enjoin the Company and its Board of Trustees from taking actions to implement the proposed Equity Offering or rescind the Equity Offering should it be completed.  Through an open letter, dated February 26, 2013, Luxor Capital Group, LP, a shareholder of the Company, indicated its support for the Schedule 13D filed by Corvex and Related on February 26.

On February 27, 2013, the Company issued a press release announcing that its Board of Trustees has confirmed its prior determination that the best interests of the Company will be served by continuing the Equity Offering and Tender Offer.  A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

In addition, the Company is providing the following updated risk factor for the purpose of updating the disclosure contained in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012.

The matters described in, arising out of or related to the Schedule 13D and related amendment filed by Corvex Management, LP and Related Fund Management, LLC create certain risks for our company and its equity investors.

The matters described in, arising out of or related to the Schedule 13D filed with the Securities and Exchange Commission by Corvex Management, LP, or Corvex, and Related Fund Management, LLC, or Related, on February 26, 2013, or the Schedule 13D, and the separate open letter we received from Corvex and Related on February 26, 2013, or collectively the Corvex and Related Documents, create certain risks for current and future investors in our common shares. Among other things, Corvex and Related have demanded that we terminate our offering of our common shares, or the Offering, and our tender offer for certain of our senior unsecured notes, or the Tender Offer, each announced by us on February 25, 2013. On February 27, 2013, Corvex and Related amended the Schedule 13D and, among other things, stated that they had on that date issued a press release that included an open letter, or the February 27 Letter, to the Company’s Board of Trustees providing additional details regarding what it described as its proposal to acquire all of the outstanding shares of the Company. Through an open letter, dated February 26, 2013,  Luxor Capital Group, LP, a shareholder of the Company, indicated its support for the Schedule 13D filed by Corvex and Related on February 26, 2013.  Additionally, on February 27, 2013, Corvex and Related filed a complaint for injunctive and declaratory relief and rescission in a Maryland state court, against the Company, its trustees and Reit Management & Research LLC, the Company’s manager.  The Complaint requests that the court, among other things, enjoin the Company and its Board of Trustees from taking actions to implement the Offering and rescind the Offering should it be completed.

After considering the Corvex and Related Documents and the Luxor letter, our Board of Trustees has determined to proceed with the Offering and the Tender Offer. That decision and any views that may be expressed or actions taken by the Board of Trustees with respect to the matters raised by, described in or related to the Corvex and Related Documents may be negatively received by our shareholders, which could result in negative consequences for us and have a material adverse effect on us and our future share prices. Litigation or arbitration could be costly and could divert our management’s time and attention from the operation of our business. Certain actions by Corvex and Related described in the Corvex and Related Documents could result in a change of control, a change in management and a change in the composition of the Company’s Board of Trustees, and could give rise to defaults under numerous agreements of ours, including our revolving credit facility, term loan and other debt agreements. Further, investors should not necessarily assume that the actions by Corvex and Related are an indication that they, or any other party, will seek to acquire us now or in the future or that any actions or proposed actions described by Corvex and Related in the Corvex and Related Documents will be taken, and investors should not necessarily ascribe incremental value to our shares as a result of the possibility of such actions.  No assurance can be given that our share price will not decline significantly, to or below prior trading levels, if we complete the Offering as currently contemplated, or as a result of our response to the Corvex/Related Letters, any views expressed by the Maryland court regarding the aforementioned Complaint, and/or any changes by Corvex and Related of their current course of action, including, but not limited to, the reduction of any offering price for our outstanding common shares or the abandonment thereof as a result of the completion of the Offering or otherwise.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND THE COMPANY’S CONTROL.  FOR EXAMPLE, ALTHOUGH THIS REPORT STATES THAT THE COMPANY’S BOARD OF TRUSTEES HAS DETERMINED THAT THE BEST INTERESTS OF THE COMPANY WILL BE SERVED BY THE COMPANY CONTINUING THE EQUITY OFFERING AND THE TENDER OFFER, THERE CAN BE NO ASSURANCE THAT THE EQUITY OFFERING OR THE TENDER OFFER WILL BE CONSUMMATED, THAT THEY WILL NOT BE DELAYED OR THAT THEIR TERMS WILL NOT CHANGE.  FOR THESE REASONS, AMONG OTHERS, YOU SHOULD NOT PLACE UNDUE RELIANCE UPON THE COMPANY’S FORWARD LOOKING STATEMENTS.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1 Press Release issued by the Company dated February 27, 2013

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMONWEALTH REIT
By:	/s/ John C. Popeo
Name:	John C. Popeo
Title:	Treasurer and Chief Financial Officer

February 27, 2013

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations,

or Carlynn Finn, Senior Manager, Investor Relations

(617) 796-8222

CommonWealth REIT Re-confirms Intention to Pursue Common Share Offering and Debt Tender Offer

Newton, MA (February 27, 2013): CommonWealth REIT (NYSE: CWH) (“CommonWealth”) today announced that its Board of Trustees has re-confirmed its prior determination that the best interests of CommonWealth will be served by CommonWealth continuing the common share offering and debt tender offer previously announced on February 25, 2013.  This second confirmation is issued to respond to the latest information received by CommonWealth from Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related”).

The Board of Trustees’ decision to re-confirm was made after considering the amended Schedule 13D that was jointly filed on February 27, 2013 by Corvex and Related with the Securities and Exchange Commission, including the additional “open letter” from Corvex and Related and the form of complaint that were filed as exhibits to that amendment, and the litigation that was subsequently commenced by Corvex and Related.  Commonwealth has included the additional open letter from Corvex and Related and the form of complaint that Corvex and Related filed as exhibits to their Schedule 13D amendment as exhibits to a Form 8-K CommonWealth filed earlier today.

The Corvex and Related documents mentioned above are not the Company’s documents and the Company does not endorse or confirm, and is not responsible for, their content.  Reference to these Corvex and Related documents is intended only to provide context to today’s announcement.

This press release is neither an offer to sell nor a solicitation of an offer to buy CommonWealth common shares, nor shall there by any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.  The preliminary prospectus supplement relating to this offering and related prospectus have been filed with the Securities and Exchange Commission and copies can be obtained by contacting the offices of Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone:  (800) 831-9146; BofA Merrill Lynch, Attn:  Prospectus Department, 222 Broadway, New York, NY 10038; email dg.prospectusrequests@baml.com; UBS Investment Bank, Attn. Prospectus Department, 299 Park Avenue, New York, NY 10171, telephone (888) 827-7275; or Morgan Stanley, Attn:

Prospectus Department, 180 Varick Street, 2nd floor, New York, NY 10014, telephone (866) 718-1649; email:  prospectus@morganstanley.com.

This press release is neither an offer to buy nor a solicitation of an offer to sell any of CommonWealth’s outstanding senior notes which are the subject of the tender offer CommonWealth announced on February 25, 2013 (the “Senior Notes”).  Citigroup Global Markets Inc. and RBC Capital Markets, LLC are the Dealer Managers for that tender offer. Investors with questions regarding the tender offer may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) and RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect). Global Bondholder Services Corp. is the tender agent and information agent for the Offer and can be contacted at (212) 430-3774 or (866) 952-2200 (toll-free).

None of CommonWealth, the tender agent, the information agent, or the Dealer Managers makes any recommendation as to whether holders of Senior Notes should tender their Senior Notes in the tender offer.  The full details of the tender offer for the Senior Notes, including complete instructions on how to tender Senior Notes, are included in the offer to purchase, the letter of transmittal and related materials. Holders are strongly encouraged to read carefully the offer to purchase and letter of transmittal and any other related materials, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they will contain important information.

Holders may obtain a copy of the tender offer documents, free of charge, from Global Bondholder Services Corp., the tender agent and information agent in connection with the tender offer, by calling toll-free at (866) 952-2200 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the tender offer.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON COMMONWEALTH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED.  FOR EXAMPLE, ALTHOUGH THIS PRESS RELEASE STATES THAT COMMONWEALTH’S BOARD OF TRUSTEES HAS RE-CONFIRMED ITS PRIOR DETERMINATION THAT THE BEST INTERESTS OF COMMONWEALTH WILL BE SERVED BY COMMONWEALTH CONTINUING THE COMMON SHARE OFFERING AND THE DEBT TENDER OFFER ANNOUNCED ON FEBRUARY 25, 2013, THERE CAN BE NO ASSURANCE THAT THE COMMON SHARE OFFERING OR THE DEBT TENDER OFFER WILL BE CONSUMMATED, THAT THEY WILL NOT BE DELAYED OR THAT THE TERMS WILL NOT CHANGE.  INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENT.

(end)