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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP |
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ONE BEACON STREET |
FIRM/AFFILIATE
CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON
BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA
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BOSTON, MASSACHUSETTS 02108-3194 | |
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TEL: (617) 573-4800 FAX: (617) 573-4822 www.skadden.com | |
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DIRECT DIAL (617) 573-4859 DIRECT FAX (617) 305-4859
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May 1, 2013
VIA EDGAR AND BY FACSIMILE ((202) 772-9203)
United States Securities and Exchange Commission
Office of Mergers and Acquisitions
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-0308
Attention: David L. Orlic, Special Counsel
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CommonWealth REIT |
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Definitive Additional Solicitation Materials on Schedule 14A |
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Filed April 29, 2013 |
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File No. 001-09317 |
Dear Mr. Orlic:
On behalf of CommonWealth REIT (the “Company”), please find below the response of the Company to the comment of the staff (the “Staff”) of the United States Securities and Exchange Commission contained in your letter dated April 29, 2013, in connection with the above-captioned definitive additional solicitation materials of the Company.
Your numbered comment with respect to the Consent Revocation Statement, as set forth in your letter dated April 29, 2013, has been reproduced below in italicized text. The Company’s response thereto is set forth immediately following the reproduced comment to which it relates.
General
1. We note the following statements in your letter to security holders:
· “Do not be fooled by Corvex/Related’s efforts to pretend they are acting on behalf of all shareholders — they are attempting a hostile takeover of CommonWealth and are offering you nothing in exchange for the control they seek”
· “The unscrupulous tactics being employed by Corvex/Related are consistent with their prior efforts to mislead CommonWealth shareholders”
United States Securities and Exchange Commission
May 1, 2013
Page 2
Please avoid issuing statements in your soliciting materials that directly or indirectly impugn character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. In the case of the quoted statements, clear evidence of intent to deceive security holders and/or to operate the company exclusively for the proponents’ own benefit would form part of any such factual foundation. Please also be advised that each statement or assertion of opinion or belief must be clearly characterized as such.
Company Response: The Company notes the Staff’s comment and plans to be mindful of such comments in future soliciting materials.
If you have any questions regarding the Company’s response to the comment of the Staff, or require additional information, please contact the undersigned at (617) 573-4859.
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Very truly yours, |
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/s/ Margaret R. Cohen |
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Margaret R. Cohen |
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cc: |
Michele Anderson |
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Securities and Exchange Commission |
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Michael E. McTiernan |
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Securities and Exchange Commission |
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Adam D. Portnoy |
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CommonWealth REIT |
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Richard J. Grossman |
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Skadden, Arps, Slate, Meagher & Flom LLP |
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