8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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): March 25, 2014

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 (see General Instruction A.2 below):

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))

In this Current Report on Form 8-K, the terms “the Company,” “we,” “us” and “our” refer to CommonWealth REIT.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure contained in Items 3.01 and 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02. On March 31, 2014, Select Income REIT (“SIR”) notified the Company that, effective the same day, it had elected to terminate the Registration Agreement between SIR and the Company as a result of a change of control of the Company as provided in that agreement. The letter also noted that SIR would welcome the opportunity to meet with the new Board of Trustees of the Company, once elected, to discuss mutually beneficial arrangements for the registration of the shares of SIR owned by the Company.

The Company initially entered into the Registration Agreement with SIR on March 25, 2013. Under the Registration Agreement, SIR agreed to register for resale the 22,000,000 common shares of beneficial interest of SIR owned by the Company (the “SIR Shares”), pursuant to which SIR filed a registration statement to permit the public resale by the Company of some or all of the SIR Shares. No decision has been made regarding the resale of the SIR Shares. The foregoing description of the Registration Agreement is not complete and is qualified in its entirety by reference to the Registration Agreement, a copy of which is attached as Exhibit 4.1 to our Current Report on Form 8-K dated March 25, 2013.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 18, 2014, Related Fund Management, LLC and Corvex Management LP (together, “Related/Corvex”) delivered to the Company correspondence which included written consents from holders of the Company’s outstanding common shares as of the February 18, 2014 record date consenting to the proposal by Related/Corvex to remove, without cause, all of the Company’s Trustees and any other person or persons appointed as a Trustee prior to the effective time of the Related/Corvex proposal.  After inspection, the Company determined that holders of more than 2/3 of the Company’s outstanding common shares as of the February 18, 2014 record date consented to this proposal, reaching the threshold required to remove, without cause, all of the Company’s Trustees and any other person or persons appointed as a Trustee prior to the effective time of the Related/Corvex proposal.  Accordingly, on March 25, 2014, Ronald J. Artinian, William A. Lamkin, Ann Logan, Joseph L. Morea, Adam D. Portnoy, Barry M. Portnoy and Frederick N. Zeytoonjian, certified, pursuant to Section 2.7 of the Company’s Declaration of Trust, their removal as Trustees of the Company.

As a result, the Company currently does not have any Trustees and therefore is not in compliance with certain provisions of Section 303A of the New York Stock Exchange (the “NYSE”) Listed Company Manual (the “NYSE Manual”). Pursuant to the Company’s obligations under Section 303A.12(b) of the NYSE Manual, the Company provided notice to the NYSE of noncompliance on March 25, 2014.  On March 26, 2014, the Company received notice from the NYSE that the Company is deficient in meeting the following requirements of the Manual:

·Section 303A.01– Does not have a majority of independent members on the Board of Trustees;

·Section 303A.03– Does not have a presiding director/trustee;

·Section 303A.04(a)– Nominating/other named committee independence issue;

·Section 303A.05(a)– Compensation/other named committee independence issue;

·Section 303A.06– Does not conform to Rule 10A-3;

·Section 303A.07(a)– Does not have three members on the audit committee;

·Section 303A.07(a)– Audit committee members are not financially literate;

·Section 303A.07(a)– Does not have an audit committee member with financial management expertise.

The NYSE also notified the Company that if the above deficiencies are not cured by April 2, 2014, the Company will be deemed noncompliant and the NYSE will disseminate a below compliance indicator for the Company on April 4, 2014.

As required by the November 18, 2013 Arbitration Panel order and the Company’s Declaration of Trust, the officers of the Company will promptly call a special meeting of shareholders for the purpose of electing new Trustees to the Company’s Board of Trustees. The Company expects to hold the special meeting on or before Friday, May 23, 2014. The Company will announce the time, date and place of the special meeting and the record date therefor concurrently with filing a definitive information statement for the special meeting with the Securities and Exchange Commission.

Item 5.01 Changes in Control of Registrant.

The disclosure contained in Items 3.01 and 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.01. Without constituting a determination by the Company as to the occurrence or non-occurrence of a change in control of the Company in any other context, the removal, without cause, of all members of the Company’s Board of Trustees described in Items 3.01 and 5.02 may, for purposes of this Item 5.01, be deemed to result in a change in control of the Company.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure contained in Item 3.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02.  On March 25, 2014, following the Company’s inspection of the results of the Related/Corvex consent solicitation to remove, without cause, all of the Company’s Trustees and any other person or persons appointed as a Trustee prior to the effective time of the Related/Corvex proposal, Ronald J. Artinian, William A. Lamkin, Ann Logan, Joseph L. Morea, Adam D. Portnoy, Barry M. Portnoy and Frederick N. Zeytoonjian, certified, pursuant to Section 2.7 of the Company’s Declaration of Trust, their removal as Trustees of the Company.  As a result, effective March 25, 2014, Messrs. Ronald J. Artinian, William A. Lamkin, Joseph L. Morea, Adam D. Portnoy, Barry M. Portnoy and Frederick N. Zeytoonjian and Ms. Ann Logan no longer serve as Trustees of the Company and Messrs. Morea, Lamkin, Zeytoonjian and Artinian and Ms. Logan, also no longer serve as members of the Company’s audit committee, nominating and governance committee or compensation committee.  The Company currently has no Trustees and therefore no Trustees currently serve on the Audit Committee, Compensation Committee or Nominating and Governance Committee of the Company.

Item 8.01 Other Events.

The disclosure contained in Items 3.01 and 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.

The removal of the Company’s entire Board of Trustees, without cause, constitutes an event of default under the Company’s term loan and revolving credit facility agreements which gives rise to optional acceleration rights by our lenders. While an event of default exists under these agreements, our ability to pay dividends, repurchase shares and borrow is generally restricted unless such actions are necessary to maintain the Company’s status as a real estate investment trust.  As of December 31, 2013, there was approximately $500 million outstanding under our term loan agreement and $235 million outstanding under our revolving credit agreement.  We have asked the lenders to consider granting the Company a waiver or forbearance agreement with respect to the event of default under our term loan and revolving credit facility agreements.

As a result of the removal of the entire Board of Trustees of the Company effective March 25, 2014, a Change in Control and Fundamental Change has occurred under the terms of the Series D Preferred Shares.

Dividends

Under the Company’s governing documents and Maryland law, dividends are to be authorized and declared by the Board of Trustees. Accordingly, no dividends can be declared until new Trustees are elected and qualified.

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Correspondence with Related/Corvex

After delivering written consents to the Company on March 18, 2014 that Related/Corvex represented reached the 66.7% threshold required to remove, without cause, all of the Company’s then Trustees (the “Former Trustees”) and any other person or persons appointed as a Trustee prior to the effective time of the Related/Corvex proposal, Related/Corvex requested that the Former Trustees immediately appoint Related/Corvex’s candidates as Trustees of the Company and, after such appointment, resign as Trustees of the Company.  After consideration, the Former Trustees determined that it was not possible to agree to this request for a number of reasons, including that Related/Corvex had, in fact, already delivered written consents to remove “any and all new Trustees” appointed by the Former Trustees, which would include any persons designated by Related/Corvex for appointment by the Former Trustees, and that any such appointment would disenfranchise other shareholders that may want to participate in the nomination and election process.  Attached to this Current Report on Form 8-K is correspondence between Related/Corvex and the Former Trustees regarding this request and the response of the Former Trustees thereto.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

99.1Letter of Related/Corvex to the Arbitration Panel, the Company, the Former Trustees and counsel to the Company and the Former Trustees, dated March 18, 2014.

99.2Letter of Related/Corvex to the Former Trustees, dated March 19, 2014.

99.3Letter of the Former Trustees to Related/Corvex, dated March 21, 2014.

99.4Letter of Related/Corvex to the Former Trustees, dated March 21, 2014.

99.5Letter of the Former Trustees to Related/Corvex, dated March 23, 2014.

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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

Date:  March 31, 2014

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EX-99.1

Exhibit 99.1

Corvex Management LP	Related Fund Management, LLC
712 Fifth Avenue, 23rd Floor	60 Columbus Circle
New York, New York 10019	New York, New York 10023

March 18, 2014
Henry J. Silberberg	Adrian M. Overstreet
3104 Hutton Drive	5305 Arbutus Cove
Beverly Hills, CA 90210	Austin, TX 78746
(via email and overnight courier)	(via email and overnight courier)
William B. Chandler III	Jennifer B. Clark
Wilson Sonsini Goodrich & Rosati	Secretary
Eight West Laurel Street	CommonWealth REIT
Georgetown, DE 19947	Two Newton Place
(via email and overnight courier)	255 Washington Street
	Newton, MA 02458
	(via email and hand delivery)
Board of Trustees	Robert S. Saunders
c/o CommonWealth REIT	Skadden, Arps, Slate, Meagher & Flom LLP
Two Newton Place	One Rodney Square
255 Washington Street	P.O. Box 636
Newton, MA 02458-1634	Wilmington, DE 19899-0636
(via email and hand delivery)	(via email and overnight courier)
George J. Skelly	Peter E. Keith
Nixon Peabody LLP	Gallagher Evelius & Jones LLP
100 Summer Street	218 North Charles Street, Suite 400
Boston, MA 02110	Baltimore, MD 21201
(via email and overnight courier)	(via email and overnight courier)

Dear Members of the Panel, Members of the Board of Trustees, Counsel, and Ms. Clark:

Reference is made to: (i) our letter dated November 25, 2013 stating our intention to pursue a New Solicitation to remove, without cause, all members of the Board of Trustees of CommonWealth REIT (the “Company”); (ii) our letter dated February 14, 2014 requesting a record date for the New Solicitation; and (iii) the Company’s Current Report on Form 8-K, dated February 18, 2014, confirming the record date of February 18, 2014 for the New Solicitation.

We are presenting herewith shareholder consents representing 96,560,350 common shares of beneficial interest of the Company, all of which are outstanding and entitled to vote in the New Solicitation (the “Written Consents”). The Written Consents represent approximately 81% of the Company’s shares outstanding on the record date for the New Solicitation.

In accordance with the Interim Arbitration Award, dated November 18, 2013, the Company has five business days, or until March 25, 2014, to have the Written Consents

inspected and the results of the New Solicitation declared. By letter to Ms. Clark dated March 11, 2014, we requested that the Company retain IVS Associates, Inc. (“IVS”), the leading provider of independent tabulation and vote certification services to public companies, to inspect the Written Consents and declare the results of the New Solicitation. Ms. Clark’s response on March 12, 2014 merely stated that the Company would comply with the November 18, 2013 Interim Arbitration Award, but did not respond to the request concerning retention of IVS. We therefore reiterate the request that the Company retain IVS to inspect the Written Consents and declare the results of the New Solicitation.

In accordance with the Interim Arbitration Award, promptly after the results of the New Solicitation have been declared, the officers of the Company must call a special meeting of shareholders for the purpose of electing new Trustees to the Company’s Board of Trustees and must notice the special meeting to occur “within 10 to 60 days of the date of notice.” Interim Arbitration Award at 13. However, it is plainly of critical concern to all shareholders that the transition period be minimized as much as practicable. Accordingly, for the protection of shareholders, who have billions of dollars invested in the Company, and others, we request that the special meeting be scheduled for no later than April 8, 2014.

Finally, we ask the outgoing Trustees to confirm that, pending the transition to the successor Board, neither they nor the Company’s Officers, will authorize, cause, or otherwise allow the Company to engage, directly or indirectly, in any transactions out of the ordinary course.

We look forward to working with the Trustees in the coming days to arrange for an orderly transition process that best protects the interests of all shareholders.

Sincerely yours,
/s/ Keith Meister	/s/ Jeff T. Blau
Keith Meister	Jeff T. Blau
Corvex Management LP	Related Fund Management, LLC

2

EX-99.2

Exhibit 99.2

Corvex Management LP	Related Fund Management, LLC
712 Fifth Avenue, 23rd Floor	60 Columbus Circle
New York, New York 10019	New York, New York 10023

March 19, 2014

Joseph L. Morea
William A. Lamkin
Frederick N. Zeytoonjian
Ronald J. Artinian

Ann Logan

c/o CommonWealth REIT
Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

Dear Trustees:

Yesterday we presented consents from holders of over 81% of the outstanding shares of CommonWealth REIT to effect your removal as Trustees. Pursuant to the Arbitration Panel’s order, you now have until March 25, 2014 to declare the results of the solicitation.

Consistent with the letter we transmitted together with the consents, we have reached out to your advisors to discuss an orderly transition process to be implemented prior to the declaration of the results of the solicitation that would protect the interests of all shareholders. To that end, we proposed that the current Board resign and appoint our seven nominees. We remind you that our nominees are committed to fully destagger the Board and stand for re-election at the 2014 annual meeting of shareholders, and to allow all shareholders to make nominations for all seven seats. As an alternative, we proposed that Ms. Ann Logan and Mr. Ronald Artinian remain on the Board and appoint Mr. Sam Zell and Mr. David Helfand as Trustees, such that these four would act as Trustees until a special meeting is held to elect the full Board.

Either of our proposals is at this time fully within the discretion of the Board to implement, and would avoid any period of time during which CommonWealth would have no Trustees. Both of our proposals also provide for all shareholders to nominate and elect a full Board in the near term, negating any possible disenfranchisement argument. As such, we believe both of our proposals are consistent with the unequivocal mandate you have now received from holders of over 81% of your outstanding shares.

We continue to stand ready and willing to engage in discussions with any or all independent Trustees to facilitate an orderly transition.

Sincerely yours,
/s/ Keith Meister		/s/ Jeff T. Blau
Keith Meister		Jeff T. Blau
Corvex Management LP		Related Fund Management, LLC
cc:	Barry Portnoy
	Adam Portnoy

EX-99.3

Exhibit 99.3

March 21, 2014

Mr. Jeff  T. Blau

Related Fund Management, LLC

60 Columbus Circle

New York, NY  10023

Mr. Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, NY10019

Dear Messrs. Blau and Meister :

The Trustees have received and reviewed your letter of March 19 and asked me to provide you with this response. Your letter reiterates your prior proposal that, subsequent to your delivery of the removal consents, the Board appoint your slate, which proposal the Board previously considered at a March 18 Board meeting and determined problematic for the reasons communicated to you immediately following that meeting.

The Board shares your concern about the ramifications for CWH shareholders of the removal of the entire Board and has been very public about that concern and the possible ramifications. When it became clear to the Board that you would more than likely receive the requisite support for your written consent proposal and in advance of your delivery of the consents, the Independent Trustees offered a compromise proposal which would have mitigated any resulting harm to CWH shareholders and facilitated an orderly transition. Specifically, the Independent Trustees offered that a limited number of the current Independent Trustees would remain in office until the currently scheduled Annual Meeting on June 13. At the time of the Annual Meeting, the remaining Trustees would resign and a new board would be elected by shareholders.  The compromise of allowing a subset of the existing Board to remain in place would have, the Board believes, enabled us to make a strong argument to avoid debt defaults and avoid triggering dilutive equity conversions, among other adverse consequences to CWH. This compromise may also have resulted in an election of a new Board at about the same time or even before a special meeting to elect replacement trustees might occur in accordance with the requirements of CWH’s Declaration of Trust and the Arbitration Panel’s order.

March 21, 2014

Page Two

By contrast, the proposal you made following delivery of the consents appears problematic. The written consents you have delivered plainly provide for the removal of all of the current Board and any new Trustees who may be appointed by the current Board.  It is therefore entirely unclear that any Trustee appointed by the existing Board could remain in office following certification of the vote.  In addition, the Board takes seriously the caution to the Board in your letter delivering the consents that the Board limit its activities to the ordinary course until a new Board is installed.  The actions you propose contradict this caution as the appointment of new Board members would be outside the scope of ordinary course activities. Further, the appointment of the entire Related/Corvex slate, or a subset of that slate, may not result in a continuing Board or avoid debt defaults or other adverse impacts.  In addition, the Trustees have expressed serious reservations about appointing members of the Related/Corvex slate because, for the reasons articulated during the solicitation process, the announced business plan of the Related/Corvex slate is contrary to the best interests of CWH in the CWH Board’s business judgment.

The Board remains available to consider any appropriate actions to avoid adverse consequences to CWH and its shareholders as a result of your actions.  Accordingly, the Board asks that you share with us any plan you have to reestablish a continuing board now that you have delivered the consents.  Assuming the Board can be comfortable there is a path to do so, the Board suggests you reconsider the compromise proposal which was presented by the Independent Trustees to both Blackrock and Vanguard and, we understand, previously rejected by you, as outlined above.

RMR has confirmed to the Board that it plans to continue to conduct the business of the Company to the maximum extent practicable until a new Board can be elected in accordance with the Company’s Declaration of Trust and the Arbitration Panel’s order.

Very truly yours,

/s/ Jennifer B. Clark

Jennifer B. Clark

Secretary

cc:  CommonWealth REIT Board of Trustees

EX-99.4

Exhibit 99.4

Corvex Management LP	Related Fund Management, LLC
712 Fifth Avenue, 23rd Floor	60 Columbus Circle
New York, New York 10019	New York, New York 10023

March 21, 2014

Joseph L. Morea
William A. Lamkin
Frederick N. Zeytoonjian
Ronald J. Artinian

Ann Logan

c/o CommonWealth REIT
Two Newton Place

255 Washington Street, Suite 300

Newton,  MA 02458

Dear Trustees:

As you are aware, unless we reach agreement by March 25, 2014, CommonWealth REIT will have no Trustees for a period of time.  During the last few months, you have insisted and repeatedly told shareholders that such event could have serious consequences to their investment in CommonWealth.

We have a plan to facilitate an orderly transition and avoid any period of time during which CommonWealth would operate without a continuing Board of Trustees.  Specifically, we propose that before the effectiveness of our consent solicitation you would add to the Board our nominees. Concurrent with such appointment all seven incumbent Trustees would resign effective immediately. We would expect this arrangement to be approved and validated by the Arbitration Panel, and would eliminate any concern about CommonWealth lacking a continuing Board at any time.

In order for our proposal to work we need your immediate cooperation. It is imperative that we have a call or meeting with you,  the independent Trustees,  to discuss as soon as possible. Please contact Keith Meister at (917) 495-1177 or Jeff Blau at (917) 842-7900 at your earliest convenience.

After Tuesday,  March 25, 2014, there will be no Board of CommonWealth.  Time is running out to guarantee an orderly transition that your shareholders, and your fiduciary duties to them, demand.

Sincerely yours,
/s/ Keith Meister		/s/ Jeff T. Blau
Keith Meister		Jeff T. Blau
Corvex Management LP		Related Fund Management, LLC
cc:	Barry Portnoy
	Adam Portnoy

EX-99.5

Exhibit 99.5

March 23, 2014

Mr. Jeff  T. Blau

Related Fund Management, LLC

60 Columbus Circle

New York, NY  10023

Mr. Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, NY  10019

Dear Messrs. Blau and Meister :

The Independent Trustees have received and reviewed your letter of March 21 and asked me to provide this response.  As an initial matter, the Independent Trustees have asked me to confirm that you received our March 21 letter and had an opportunity to review it as it addresses all the issues you again raise.  A copy of the March 21 letter is attached for your convenience.

As noted in our March 21 letter, the Independent Trustees have always been concerned about the ramifications of a boardless company, have been quite public about those concerns and have proposed several solutions to avoid it, all of which you have rejected.  The Independent Trustees wish to reiterate that, for the reasons stated in our March 21 letter and those previously communicated to you by counsel on March 18, they believe your proposal is not appropriate.  As you should know by now, these reasons include, among others:

·The consents you solicited and delivered provide for the removal of the current Board and any new Trustees who may be appointed by the current Board.

·The notion that the Board has the power and authority to appoint your slate but no other is internally inconsistent.  In fact, your solicitation statement warned shareholders, “that, unless the entire Board is removed, any remaining trustees will have the ability to fill vacancies created by the removal of individual trustees.”

Page Two

·Your letter delivering consents cautioned the Board to limit its activities between your delivery of the consents and the vote certification to ordinary course activities and appointing a new Board is not an action in the ordinary course.

Your suggestion that the Independent Trustees appoint your slate and then resign (and there be no removal) also contradicts the Arbitration Panel Order of November 18, 2013, which directs the officers of CommonWealth REIT to convene a special meeting of shareholders for the purpose of electing a new Board if your consent solicitation is successful.  Importantly, the Independent Trustees do not understand how a ruling by the Panel, even if it could be obtained, would have binding effect upon other CommonWealth Common Shareholders or upon any third parties (e.g. Series D Preferred Shareholders, lenders, etc.) who are not participating in the arbitration or subject to the Panel’s jurisdiction.  AS has been previously noted, your other argument that the Arbitration Panel may somehow approve or validate the appointment of the Related/Corvex trustee nominees seems equally problematic and was addressed.

CommonWealth’s understanding is that you previously requested the Securities and Exchange Commission (the “SEC”) to permit your simultaneous solicitation for removal of the current Board and the election of your chosen slate on the same consent/proxy card, and that when this request was denied by the SEC you did not provide the separate proxy card to shareholders but instead told shareholders that you would furnish the proxy card at a later date in connection with the special meeting and that shareholders would then be able to vote for the election of less than all your nominees.  In addition, as has also been previously noted, other shareholders will be disenfranchised if your nominees are installed without the full nomination and election process provided for in the Declaration of Trust and the Arbitration Panel’s order.

As previously noted, RMR and Commonwealth’s officers have confirmed to the Board that they plan to continue to conduct business of the Company until a new Board can be properly elected in accordance with the Company’s Declaration of Trust, the Arbitration Panel’s order and applicable law.

Very truly yours,

/s/ Jennifer B. Clark

Jennifer B. Clark

Secretary

March 21, 2014

Mr. Jeff  T. Blau

Related Fund Management, LLC

60 Columbus Circle

New York, NY  10023

Mr. Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, NY  10019

Dear Messrs. Blau and Meister :

The Trustees have received and reviewed your letter of March 19 and asked me to provide you with this response.  Your letter reiterates your prior proposal that, subsequent to your delivery of the removal consents, the Board appoint your slate, which proposal the Board previously considered at a March 18 Board meeting and determined problematic for the reasons communicated to you immediately following that meeting.

The Board shares your concern about the ramifications for CWH shareholders of the removal of the entire Board and has been very public about that concern and the possible ramifications. When it became clear to the Board that you would more than likely receive the requisite support for your written consent proposal and in advance of your delivery of the consents, the Independent Trustees offered a compromise proposal which would have mitigated any resulting harm to CWH shareholders and facilitated an orderly transition.  Specifically, the Independent Trustees offered that a limited number of the current Independent Trustees would remain in office until the currently scheduled Annual Meeting on June 13.  At the time of the Annual Meeting, the remaining Trustees would resign and a new board would be elected by shareholders.  The compromise of allowing a subset of the existing Board to remain in place would have, the Board believes, enabled us to make a strong argument to avoid debt defaults and avoid triggering dilutive equity conversions, among other adverse consequences to CWH.  This compromise may also have resulted in an election of a new Board at about the same time or even before a special meeting to elect replacement trustees might occur in accordance with the requirements of CWH’s Declaration of Trust and the Arbitration Panel’s order.

March 21, 2014

Page Two

By contrast, the proposal you made following delivery of the consents appears problematic.  The written consents you have delivered plainly provide for the removal of all of the current Board and any new Trustees who may be appointed by the current Board.  It is therefore entirely unclear that any Trustee appointed by the existing Board could remain in office following certification of the vote.  In addition, the Board takes seriously the caution to the Board in your letter delivering the consents that the Board limit its activities to the ordinary course until a new Board is installed.  The actions you propose contradict this caution as the appointment of new Board members would be outside the scope of ordinary course activities. Further, the appointment of the entire Related/Corvex slate, or a subset of that slate, may not result in a continuing Board or avoid debt defaults or other adverse impacts.  In addition, the Trustees have expressed serious reservations about appointing members of the Related/Corvex slate because, for the reasons articulated during the solicitation process, the announced business plan of the Related/Corvex slate is contrary to the best interests of CWH in the CWH Board’s business judgment.

The Board remains available to consider any appropriate actions to avoid adverse consequences to CWH and its shareholders as a result of your actions.  Accordingly, the Board asks that you share with us any plan you have to reestablish a continuing board now that you have delivered the consents.  Assuming the Board can be comfortable there is a path to do so, the Board suggests you reconsider the compromise proposal which was presented by the Independent Trustees to both Blackrock and Vanguard and, we understand, previously rejected by you, as outlined above.

RMR has confirmed to the Board that it plans to continue to conduct the business of the Company to the maximum extent practicable until a new Board can be elected in accordance with the Company’s Declaration of Trust and the Arbitration Panel’s order.

Very truly yours,

/s/ Jennifer B. Clark

Jennifer B. Clark

Secretary

cc:  CommonWealth REIT Board of Trustees