DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ¨ Filed by a Party other than the Registrant x

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨		Definitive Proxy Statement

x		Definitive Additional Materials

¨		Soliciting Material Pursuant to §240.14a-12

COMMONWEALTH REIT

(Name of the Registrant as Specified In Its Charter)

CORVEX MANAGEMENT LP

KEITH MEISTER

RELATED FUND MANAGEMENT, LLC

RELATED REAL ESTATE RECOVERY FUND GP-A, LLC

RELATED REAL ESTATE RECOVERY FUND GP, L.P.

RELATED REAL ESTATE RECOVERY FUND, L.P.

RRERF ACQUISITION, LLC

JEFF T. BLAU

RICHARD O’TOOLE

DAVID R. JOHNSON

JAMES CORL

EDWARD GLICKMAN

PETER LINNEMAN

JIM LOZIER

KENNETH SHEA

EGI-CW HOLDINGS, L.L.C.

DAVID HELFAND

SAMUEL ZELL

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



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The Choice Is Clear

Vote the GOLD

Consent Card

February 27, 2014

ATTENTION

COMMONWEALTH

REIT

SHAREHOLDERS

The

Time

Act

Now

The Consent Solicitation To Remove The Current Board

Must

Concluded

Later

Than

March

Please

Sign,

Date

And

Return

The

GOLD

Consent

Card

Today

To Ensure Your Vote Is Counted By The March 20 Deadline

A Non-vote Is A Vote To Retain The Current Underperforming Board

The Choice Is Clear

The Case for Change Now

Corvex and Related are undertaking this consent solicitation to remove the entire Board of

Trustees

CommonWealth

REIT

(“CommonWealth,”

“CWH”

the

“Company”)

due

fundamental conflicts of interest, and to subsequently elect a highly qualified new Board

of Trustees led by Sam Zell

See footnotes on p. 10.

Corvex and Related believe removal of the current Board will unlock substantial value for

all

shareholders,

and

estimate

current

Net

Asset

Value

(4)

approximately

$35

per

share in such a scenario, 34% higher than the closing price on Feb. 25, 2014 and 51% higher

than

Jan.

28,

2014,

the

date

filed

definitive

solicitation

materials

with

the

SEC

Additional information can be found at www.shareholdersforcommonwealth.com

As Chairman of CWH, Mr. Zell would bring an outstanding track record of value creation

for

the

benefit

all

CWH

shareholders

Sam Zell is recognized as a founding father of today’s public real estate industry after

creating three of the most successful REITs in history: Equity Office Properties Trust

(“EOP”), Equity Residential (“EQR”), and Equity LifeStyle Properties (“ELS”)

–

CWH

stock

price

plummeted

68%

during

2007-2013

(2)

while

annual

fees

paid

RMR

increased

40%

(3)

Barry

and

Adam

Portnoy

effectively

control

CWH

despite

owning

virtually

stock,

with the

fees

they

pay

themselves

through

RMR

(1)

being

their

only

meaningful

economic

interest in the Company

The Choice Is Clear: CWH Shareholders Can Choose Value

Creation or Value Destruction

Sam Zell’s Unrivaled Track Record for Value Creation:

Total

Return

Performance

–

Zell-Chaired

REITs

vs.

CWH

vs.

RMR

Fees

(1)

Cumulative total returns

Zell-Chaired REITs

CWH

Variance

Timeframe

EOP

368%

103%

(265%)

7/7/1997 -

2/9/2007

EQR

422%

(415%)

7/7/1997 -

2/25/2013

ELS

574%

(567%)

7/7/1997 -

2/25/2013

($100)

$100

$200

$300

$400

$500

$600

$700

$800

(100%)

100%

200%

300%

400%

500%

600%

700%

800%

1997

2000

2003

2006

2009

2012

CWH

EOP

EQR

ELS

Cumulative RMR

Fees

EOP:

368%

CWH: 7%

EQR:

422%

ELS:

574%

1997: $791 million

(1)

Note: Total returns calculated from 7/7/1997 (the earliest date on which the Zell-chaired REITs and CWH were all public) to 2/25/2013 (last trading day before Corvex and

Related first publicly announced their intent to effect change at CWH in their initial 13-D filing with the SEC). Total returns assume the dividends of each company’s shares

are reinvested in the company’s stock.

(1)

2013 RMR fees reflect annualized YTD 9/30/2013 figures. Q3 2013 RMR fees include fees paid by Select Income REIT, of which CWH owns 44% of the outstanding

common shares, to make the figure comparable to historically disclosed figures.

Sources: Company filings, SNL

Cumulative

RMR

fees

since

The Choice Is Clear

The Case for Removal: Abysmal Performance

While

the

stock

price

plummeted

68%

during

2007-2013

(1)

annual

fees

paid

RMR,

the

external

manager

wholly-owned

Barry

and

Adam

Portnoy,

increased

40%

(2)

RMR’s

fees

are

linked

primarily

the

size

the

Company

rather

than

profitability

for

shareholders

Over

the

year,

years,

and

years

ended

February

25,

2013

(3)

the stock

price declined -17%, -45%, -43%, -45%, and -53%, respectively

The

Portnoys

effectively

control

CWH

despite

owning

virtually

stock,

with

the

fees

they

pay

themselves through RMR being their only meaningful economic interest in the Company

CWH’s performance record is abysmal by almost any metric over any relevant

time period, in our view, but all the while the Portnoys have continued with

impunity to line their pockets

Shareholders can now take back CommonWealth, choose a new, truly

independent Board led by Sam Zell, and unlock the substantial value trapped as

a result of CWH’s conflicted external management structure

(1)

Assumes 2013 share price as of 2/25/2013, last trading day before Corvex and Related first publicly announced their intent to effect change at CWH in their initial 13-D

filing with the SEC.

(2)

RMR

fees

paid

per

CWH

public

filings

include

Select

Income

REIT,

which

CWH

owns

44%

the

outstanding

common

shares.

YTD

9/30/13

figures

annualized

arrive at full year 2013 estimate.

(3)

Last trading day before Corvex and Related first publicly announced their intent to effect change at CWH in their initial 13-D filing with the SEC.

The Choice Is Clear

The Portnoys’

Record of Trampling on Corporate Democracy

Imposed illegal bylaw amendments and procedural hurdles, later declared invalid, that would

have made it impossible to even hold the current vote, even though this right has been plainly

granted by CWH’s Declaration of Trust since 1986

Secretly attempted to manipulate state lawmakers into changing the Maryland Unsolicited

Takeover

Act

via

hour

amendment

eliminate

the

right

hold

this

vote

Spent nearly $30 million of shareholders’

money on a year-long litigation process in a brazen

campaign to systematically deprive shareholders of their right to a fair vote

Reinstated Trustee Joseph Morea after he received the vote of only 14% of the outstanding

shares at the 2013 annual meeting

Effected a massively dilutive equity offering priced at less than 50% of book value, increasing

share count by 41%, and destroying $6 per share of value, in our

view

Opted into a provision of the Maryland Unsolicited Takeover Act in a misleading attempt, later

declared invalid, to try to eliminate the right to remove Trustees without cause

The Portnoys’

Actions Speak Louder Than Our Words Ever Could

The

Portnoy

Board

has

gone

extraordinary

lengths

eliminate

your

right

simply vote on their removal, entrenching themselves at the expense of CWH

shareholders

and

protecting

RMR’s

annual

$84

million

(1)

fee

stream

Over the past year, the Board:

(1)

Represents

estimate

2013

RMR

fees

derived

annualizing

YTD

9/30/2013

figures.

2013

RMR

fees

include

fees

paid

Select

Income

REIT,

which

CWH

owns

44% of the outstanding common shares, to make the figure comparable to historically disclosed figures.

The Choice Is Clear: Independent Third Parties Agree

“The Portnoys Receive an F”

–

New York Times

“The deal world remained muted this year in terms of big transactions and activity.

…Despite the relative doldrums, there were still some highlights and lowlights. Here

are some of them…

The

father

and

son

duo

who

head

CommonWealth

—

Barry

and

Adam

Portnoy

—

and

CommonWealth’s counsel at Skadden Arps showed little regard for shareholder rights,

doing

everything

their

power

prevent

Corvex

Management

and

the

Companies from removing the Portnoys. The Portnoys banked on CommonWealth’s

unique

requirement

that

shareholders

arbitrate

all

disputes

with

the

company

stymie

the

two

hedge

funds.

didn’t

work,

and

the

arbitration

panel

ruled

against

CommonWealth,

clearing

the

way

for

the

funds

begin

campaign

unseat

them.

The Portnoys receive an F.”

“Despite

Doldrums

Deal

Activity,

Few

Highlights

This

Year,”

New

York

Times,

December 17, 2013

The Choice Is Clear: A New Path

Sam Zell & David Helfand Have Joined Corvex/Related’s Slate of Nominees

Mr. Zell is willing to serve as Chairman of the Board, if so appointed by the new Board

–

Mr. Zell is the current Chairman of Equity Residential, Equity LifeStyle Properties, Covanta Holding

Corporation and Anixter International Inc. and the former Chairman of Equity Office Properties Trust

(formerly the largest REIT in the U.S.)

Mr. Helfand is willing to serve as CommonWealth’s CEO, if so appointed by the new Board

–

Mr. Helfand is Co-President of Equity Group Investments and has previously served as Executive Vice

President and Chief Investment Officer of Equity Office Properties Trust and President and CEO of

Equity LifeStyle Properties

Mr. Zell and Mr. Helfand bring exceptional credentials as well as a business philosophy that

includes:

–

A core

operating

principle

aligning

interests

between

company

leadership

and

shareholders

–

A conviction

that

internal

management

structure

promotes

incentives

build

successful

companies

for

the

long-term

creation

shareholder

value,

while

external

management structures are flawed given inherent conflicts of interest

–

A belief

that

public

company’s

fiduciary

responsibility

its

shareholders

paramount

Sam Zell is recognized as a founding father of today’s public real estate

industry after creating three of the most successful REITs in history: Equity

Office Properties Trust (“EOP”), Equity Residential (“EQR”), and Equity

LifeStyle Properties (“ELS”)

The Choice Is Clear

CommonWealth Shareholders Have a Choice Between Two Paths

The Portnoys’

path of conflicted external management, value destruction, and

the absence of accountability, with which CWH shareholders are all too familiar

Sam Zell’s path of aligned internal management and accountability that fosters

the

incentives

critical

building

successful

company

focused

the

long-

term creation of shareholder value

shown

the

chart

page

even

including

dividends

paid

CWH

stock

(1)

CWH

shareholders experienced a cumulative total return of a mere 7% over a nearly 16-year

span

(2)

during

which

time

CWH

paid

RMR

approximately

$800

million

(3)

fees

In a glaring contrast, Sam Zell's track record speaks for itself: Mr. Zell created 3 of the most

successful REITs in history

As shown in the chart on page 3, we believe Mr. Zell's chairmanship of EOP, EQR, ELS has

unquestionably maximized value for shareholders over the same 16-year period in which

CWH generated 7% returns

The

Time

Act

NOW

–

Vote

the

GOLD

Card

Today

–

Non-vote

Vote

for

the

Portnoys

Shareholders finally have an ability to choose Value Creation over Value Destruction

Dividends are assumed to have been reinvested in CWH stock.

From 7/7/1997 (the earliest date on which the Zell-chaired REITs and CWH were all public) to 2/25/2013 (last trading day before Corvex and Related first publicly

announced their intent to effect change at CWH in their initial 13-D filing with the SEC.).

2013 full year RMR fees derived by annualizing YTD 9/30/2013 figures. Q3 2013 RMR fees include fees paid by Select Income REIT, of which CWH owns 44% of the

outstanding common shares, to make the figure comparable to historically disclosed figures.

(1)

(2)

(3)

The Choice Is Clear

Voting Instructions

The

Time

Act

Now

Please

Sign,

Date

and

Return

the

GOLD

Consent

Card

Today

A Non-vote is a Vote for the Portnoys

Place

your

vote

now

remove

the

entire

Board

Trustees

Please

note

that

internet

voting

NOT

available

Shareholders

must

sign,

date

and

return the

GOLD

Consent Card in the pre-paid return envelopes provided

you

need

assistance

executing

your

GOLD

consent

card

placing

your

vote,

please

call our proxy solicitor:

–

D.F. King & Co., Inc., at (800) 714-3313

Without complete removal, the remaining Trustees would be able to unilaterally

reinstate a removed Trustee – as they did just last year – or fill vacancies on the Board

without input from the true owners of the company – the shareholders

Footnotes

Footnotes to p. 2

(1)

RMR is CWH’s external manager, owned 100% by Barry and Adam Portnoy.

(2)

Assumes 2013 share price as of 2/25/2013, last trading day before Corvex and Related first publicly announced their

intent to effect change at CWH in their initial 13-D filing with the SEC.

(3)

2013 RMR fees reflect annualized YTD 9/30/2013 figures. Q3 2013 RMR fees include fees paid by Select Income REIT,

of which CWH owns 44% of the outstanding common shares, to make the figure comparable to historically disclosed

figures.

(4)

Represents estimate of private market value of all properties owned by CWH as disclosed in 9/30/13 10-Q filing, adjusted

for recent asset sales reported in the media. Additional detail behind our NAV estimate is provided on page 71 of Corvex

and Related’s Updated Presentation to Shareholders, The Case for Change Now at CWH, February 13, 2014. This

presentation has been filed with the SEC and can also be found at www.shareholdersforcommonwealth.com.

Disclaimer

Additional Information Regarding the Solicitation

The following persons are participants in connection with the solicitation of CommonWealth REIT shareholders: Corvex Management LP, Keith Meister,

Fund

Management,

LLC,

Real

Estate

Recovery

Fund

GP-A,

LLC,

Real

Estate

Recovery

Fund

GP,

L.P.,

Real

Estate

Recovery Fund, L.P., RRERF Acquisition, LLC, Jeff T. Blau, Richard O’Toole, David R. Johnson, James Corl, Edward Glickman, Peter Linneman, Jim

Lozier, Kenneth Shea, EGI-CW Holdings, L.L.C., David Helfand and Samuel Zell. Information regarding the participants in the solicitation and a

description

their

direct

and

indirect

interests,

security

holdings

otherwise,

the

extent

applicable,

available

the

definitive

solicitation

statement filed with the SEC on January 28, 2014 and Supplement No. 1 thereto filed on February 13, 2014.

This presentation does not constitute either an offer to sell or a solicitation of an offer to buy any interest in any fund associated with Corvex Management LP

(“Corvex”) or Related Fund Management, LLC (“Related”). Any such offer would only be made at the time a qualified offeree receives a confidential offering

memorandum and related subscription documentation.

The information in this presentation is based on publicly available information about CommonWealth REIT (the “Company”). This document includes certain

forward-looking statements, estimates and projections prepared with respect to, among other things, general economic and market conditions, changes in

management, changes in the composition of the Company’s Board of Trustees, actions of the Company and its subsidiaries or competitors, and the ability to

implement business strategies and plans and pursue business opportunities. Such forward-looking statements, estimates, and projections reflect various

assumptions concerning anticipated results that are inherently subject to significant uncertainties and contingencies and have been included solely for

illustrative purposes, including those risks and uncertainties detailed in the continuous disclosure and other filings of the Company, copies of which are

available on the U.S. Securities and Exchange Commission website at www.sec.gov/edgar. No representations, express or implied, are made as to the

accuracy or completeness of such forward-looking statements, estimates or projections or with respect to any other materials herein. Corvex and Related

may buy, sell, cover or otherwise change the form of their investment in the Company for any reason at any time, without notice, and there can be no

assurances that they will take any of the actions described in this document. Corvex and Related disclaim any duty to provide any updates or changes to

the analyses contained in this document, except as may be required by law. Shareholders and others should conduct their own independent investigation

and analysis of the Company. Except where otherwise indicated, the information in this document speaks only as of the date set forth on the cover page.

Permission to quote third party reports in this presentation has been neither sought nor obtained.

Corvex

Management

and

Fund

Management,

LLC

have

filed

definitive

solicitation

statement

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

(1)

solicit

consents

remove

the

entire

board

trustees

CommonWealth

REIT

(the

“Removal

Proposal”),

and

(2)

elect

late

new

trustees

special

meeting

shareholders

that

must

promptly

called

the

event

that

the

Removal

Proposal

successful.

Investors

and security holders are urged to read the definitive solicitation statement and other relevant documents because they contain important

information

regarding

the

solicitation.

The

definitive

solicitation

statement

and

all

other

relevant

documents

are

available,

free

charge,

the

SEC’s

website