Amended Statement of Beneficial Ownership (sc 13d/a)
04 Março 2013 - 8:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 OToole
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)
March 4, 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.
*
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The remainder of this cover page shall be filled out for a reporting persons 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
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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).
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1
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Names of Reporting Persons
CORVEX MANAGEMENT LP
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
AF
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
DELAWARE
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
8,175,001*
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
8,175,001*
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,175,001*
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12
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Check Box If the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented By
Amount in Row (11)
9.75%**
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14
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Type of Reporting Person (See
Instructions)
PN; IA
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*
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Includes 4,087,501 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D) (the
Related
Shares
). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares.
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**
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The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 83,804,068 shares of beneficial interest outstanding as
of February 21, 2013, as reported on the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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1
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Names of Reporting Persons
KEITH MEISTER
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
AF
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
UNITED STATES
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
8,175,001*
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
8,175,001*
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,175,001*
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12
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Check Box If the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented By
Amount in Row (11)
9.75%**
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14
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Type of Reporting Person (See
Instructions)
IN
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*
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Includes 4,087,501 common shares of beneficial interest of the Issuer held by the Related Persons (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.
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**
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The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 83,804,068 shares of beneficial interest outstanding as
of February 21, 2013, as reported on the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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1
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Names of Reporting Persons
RELATED FUND MANAGEMENT, LLC
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
AF
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
8,175,001*
|
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9
|
|
Sole Dispositive Power
0
|
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10
|
|
Shared Dispositive Power
8,175,001*
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11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,175,001*
|
12
|
|
Check Box If the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
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Percent of Class Represented By
Amount in Row (11)
9.75%**
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14
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Type of Reporting Person (See
Instructions)
IA
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*
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Includes 4,087,500 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) (the
Corvex
Shares
). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares.
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**
|
The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 83,804,068 shares of beneficial interest outstanding as
of February 21, 2013, as reported on the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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1
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Names of Reporting Persons
RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
AF
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
|
Sole Voting Power
0
|
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8
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Shared Voting Power
8,175,001*
|
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9
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Sole Dispositive Power
0
|
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10
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Shared Dispositive Power
8,175,001*
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,175,001*
|
12
|
|
Check Box If the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
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Percent of Class Represented By
Amount in Row (11)
9.75%**
|
14
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Type of Reporting Person (See
Instructions)
OO
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*
|
Includes 4,087,500 common shares of beneficial interest of the Issuer held by the Corvex Persons (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.
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**
|
The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 83,804,068 shares of beneficial interest outstanding as
of February 21, 2013, as reported on the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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1
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Names of Reporting Persons
RELATED REAL ESTATE RECOVERY FUND GP, LP
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
|
4
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|
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
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Citizenship or Place of
Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
|
Sole Voting Power
0
|
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8
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|
Shared Voting Power
8,175,001*
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9
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Sole Dispositive Power
0
|
|
10
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Shared Dispositive Power
8,175,001*
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11
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|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,175,001*
|
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)
9.75%**
|
14
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Type of Reporting Person (See
Instructions)
PN
|
*
|
Includes 4,087,500 common shares of beneficial interest of the Issuer held by the Corvex Persons (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.
|
**
|
The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 83,804,068 shares of beneficial interest outstanding as
of February 21, 2013, as reported on the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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1
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Names of Reporting Persons
RELATED REAL ESTATE RECOVERY FUND, LP
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
|
4
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|
Source of Funds (See
Instructions)
WC
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
|
Sole Voting Power
0
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8
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Shared Voting Power
8,175,001*
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
8,175,001*
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,175,001*
|
12
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Check Box If the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
¨
|
13
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Percent of Class Represented By
Amount in Row (11)
9.75%**
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14
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Type of Reporting Person (See
Instructions)
PN
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*
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Includes 4,087,500 common shares of beneficial interest of the Issuer held by the Corvex Persons (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.
|
**
|
The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 83,804,068 shares of beneficial interest outstanding as
of February 21, 2013, as reported on the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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This Amendment No. 2 to Schedule 13D (this
Amendment No. 2
) relates to
the common shares of beneficial interest, par value $0.01 per share (the
Shares
), of CommonWealth REIT, a Maryland real 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 (the
Original Schedule 13D
and, together with this Amendment No. 2, the
Schedule 13D
). Capitalized
terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D.
This
Amendment No. 2 is being filed by (i) Corvex Management LP, a Delaware limited partnership (
Corvex
), and Keith Meister and (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, and Related Real Estate Recovery Fund, L.P., a Delaware limited partnership.
This Amendment No. 2 is being filed to amend Item 4 and Item 7 of the Schedule 13D as follows:
Item 4
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Purpose of Transaction
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Item 4 of the Schedule 13D is amended by adding the following:
On February 27, 2013, Corvex and Related issued a press release that included an open letter to the Issuers Board of Trustees
again reiterating its demand that the Issuer immediately cease its proposed equity offering and debt repurchase. Corvex and Related specified that, as a result of additional and credible analysis, they would be prepared to increase their initial
offer to acquire all the outstanding shares of the Issuer to a price of $27 per share, with the opportunity to meaningfully increase this proposed offer after completing due diligence. This increased proposal was conditioned on the Board of Trustees
immediately cancelling the equity offering and engaging in good faith discussions with Corvex and Related. The press release is attached as Exhibit 10 and incorporated by reference in this Item 4 in its entirety.
On March 1, 2013, Corvex and Related filed a complaint in the United States District Court for the District of Massachusetts. The
complaint is attached as Exhibit 11 and incorporated by reference in this Item 4 in its entirety.
In addition, on
March 4, 2013, Covex and Related issued a press release announcing, among other things, the filing of the complaint on March 1, 2013. The press release is attached as Exhibit 12 and incorporated by reference in this Item 4 in its
entirety.
Item 7
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Material to be Filed as Exhibits
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Item 7 of the Schedule 13D is amended by adding thereto the following:
Exhibit 10
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Press Release dated February 27, 2013
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Exhibit 11
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Complaint for Injunctive and Declaratory Relief and Rescission, filed with the United States District Court for the District of Massachusetts on March 1, 2013
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Exhibit 12
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Press Release dated March 4, 2013
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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.
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Date:
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March 3, 2013
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CORVEX MANAGEMENT LP
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By:
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/s/ Keith Meister
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Keith Meister
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Managing Partner
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Date:
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March 3, 2013
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KEITH MEISTER
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By:
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/s/ Keith Meister
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Date:
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March 3, 2013
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RELATED FUND MANAGEMENT, LLC
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By:
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/s/ Richard OToole
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Richard OToole
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Vice President
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Date:
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March 3, 2013
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RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
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By:
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/s/ Richard OToole
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Richard OToole
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Vice President
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Date:
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March 3, 2013
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RELATED REAL ESTATE RECOVERY FUND GP, L.P.
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By:
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Related Real Estate Recovery Fund GP-A, LLC, its general partner
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By:
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/s/ Richard OToole
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Richard OToole
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Vice President
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Date:
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March 3, 2013
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RELATED REAL ESTATE RECOVERY FUND, L.P.
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By:
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Related Real Estate Recovery Fund GP, L.P., its general partner
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By:
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Related Real Estate Recovery Fund GP-A, LLC, its general partner
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By:
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/s/ Richard OToole
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Richard OToole
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Vice President
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