|
|
|
|
|
|
|
1
|
|
Names of reporting persons
CORVEX MANAGEMENT LP
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
a.
¨
b.
¨
|
3
|
|
SEC use only
|
4
|
|
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
|
|
Citizenship or place of
organization
DELAWARE
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
10,850,500*
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
10,850,500*
|
11
|
|
Aggregate amount beneficially owned by each reporting person
10,850,500*
|
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)
9.2%**
|
14
|
|
Type of reporting person (see
instructions)
PN; IA
|
*
|
Includes 5,425,250 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.
|
**
|
The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as
of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K
filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).
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|
|
|
|
|
|
|
1
|
|
Names of reporting persons
KEITH MEISTER
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
a.
¨
b.
¨
|
3
|
|
SEC use only
|
4
|
|
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
|
|
Citizenship or place of
organization
UNITED STATES
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
10,850,500*
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
10,850,500*
|
11
|
|
Aggregate amount beneficially owned by each reporting person
10,850,500*
|
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)
9.2%**
|
14
|
|
Type of reporting person (see
instructions)
IN
|
*
|
Includes 5,425,250 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.
|
**
|
The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as
of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K
filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).
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|
|
|
|
|
|
1
|
|
Names of reporting persons
RELATED FUND MANAGEMENT, LLC
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
a.
¨
b.
¨
|
3
|
|
SEC use only
|
4
|
|
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
|
|
Citizenship or place of
organization
DELAWARE
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
10,850,500*
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
10,850,500*
|
11
|
|
Aggregate amount beneficially owned by each reporting person
10,850,500*
|
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)
9.2%**
|
14
|
|
Type of reporting person (see
instructions)
IA
|
*
|
Includes 5,425,250 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.
|
**
|
The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as
of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K
filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).
|
|
|
|
|
|
|
|
1
|
|
Names of reporting persons
RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
a.
¨
b.
¨
|
3
|
|
SEC use only
|
4
|
|
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
|
|
Citizenship or place of
organization
DELAWARE
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
10,850,500*
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
10,850,500*
|
11
|
|
Aggregate amount beneficially owned by each reporting person
10,850,500*
|
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)
9.2%**
|
14
|
|
Type of reporting person (see
instructions)
OO
|
*
|
Includes 5,425,250 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 118,304,068 Shares of beneficial interest outstanding as
of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K
filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).
|
|
|
|
|
|
|
|
1
|
|
Names of reporting persons
RELATED REAL ESTATE RECOVERY FUND GP, LP
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
a.
¨
b.
¨
|
3
|
|
SEC use only
|
4
|
|
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
|
|
Citizenship or place of
organization
DELAWARE
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
10,850,500*
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
10,850,500*
|
11
|
|
Aggregate amount beneficially owned by each reporting person
10,850,500*
|
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)
9.2%**
|
14
|
|
Type of reporting person (see
instructions)
PN
|
*
|
Includes 5,425,250 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 118,304,068 Shares of beneficial interest outstanding as
of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K
filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).
|
|
|
|
|
|
|
|
1
|
|
Names of reporting persons
RELATED REAL ESTATE RECOVERY FUND, LP
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
a.
¨
b.
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions)
WC
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
DELAWARE
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
10,850,500*
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
10,850,500*
|
11
|
|
Aggregate amount beneficially owned by each reporting person
10,850,500*
|
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)
9.2%**
|
14
|
|
Type of reporting person (see
instructions)
PN
|
*
|
Includes 5,425,250 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 118,304,068 Shares of beneficial interest outstanding as
of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K
filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).
|
|
|
|
|
|
|
|
1
|
|
Names of reporting persons
RRERF ACQUISITION, LLC
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
a.
¨
b.
¨
|
3
|
|
SEC use only
|
4
|
|
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
|
|
Citizenship or place of
organization
DELAWARE
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
10,850,500*
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
10,850,500*
|
11
|
|
Aggregate amount beneficially owned by each reporting person
10,850,500*
|
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)
9.2%**
|
14
|
|
Type of reporting person (see
instructions)
OO
|
*
|
Includes 5,425,250 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 118,304,068 Shares of beneficial interest outstanding as
of March 5, 2013 (which number is calculated based upon information provided in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K
filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).
|
This Amendment No. 7 to the Schedule 13D (this Amendment No. 7)
relates to the common shares of beneficial interest, par value $0.01 per share (the Shares), of CommonWealth REIT, a Maryland real estate 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, Amendment No. 2 thereto, filed with the SEC on March 4, 2013, Amendment No. 3 thereto, filed with the SEC on
March 4, 2013, Amendment No. 4 thereto, filed with the SEC on March 11, 2013, Amendment No. 5 thereto, filed with the SEC on March 13, 2013, and Amendment No. 6 thereto, filed with the SEC on March 15, 2013 (the Original
Schedule 13D and, together with this Amendment No. 7, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 7 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 7 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, Related Real Estate Recovery Fund, L.P., a Delaware limited partnership, and RRERF Acquisition, LLC, a Delaware limited liability company.
This Amendment No. 7 is being filed to amend Item 3, Item 4, Item 5 and Item 7 of the Schedule 13D as follows:
Item 3
|
Source and Amount of Funds or Other Consideration
|
Item 3 of the Schedule 13D is amended and restated to read as follows:
The
Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 10,850,500 Shares. The aggregate purchase price of such Shares was approximately $198.72 million (including commissions and premiums). The Shares were acquired with
working capital of the Corvex Funds and Related Recovery Fund.
The Reporting Persons may effect purchases of Shares through
margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit
policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other
securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Shares.
The information set forth under Item 6 is incorporated in this Item 3 in its entirety.
Item 4
|
Purpose of Transaction
|
Item 4 of
the Schedule 13D is amended by adding the following:
On March 25, 2013, Corvex and Related sent a letter to the Issuers
Board of Trustees, which letter is attached as Exhibit 16 and incorporated by reference in this Item 4 in its entirety.
On
March 28, 2013, Corvex and Related issued a press release that included a letter to the Issuers board of trustees reaffirming their proposal to acquire all of the outstanding Shares and demanding that the Issuers board of trustees
conduct a process to explore maximizing shareholder value prior to selling the Issuers controlling stake in Select Income REIT. The press release is attached as Exhibit 17 and incorporated by reference in this Item 4 in its entirety.
Item 5
|
Interest in Securities of the Issuer
|
Paragraphs (a)-(c) of Item 5 of the Schedule 13D are amended and restated to read as follows:
(a)-(b) Each of the Corvex Persons may be deemed to be the beneficial owner of 10,850,500 Shares (representing approximately 9.2% of
the Issuers outstanding Shares), which include: (i) 5,425,250 Shares held on behalf of the Corvex Funds (the Corvex Shares) and (ii) 5,425,250 Shares held on behalf of RRERF (the Related Shares). By virtue of
his position as a control person of the general partner of Corvex, Mr. Meister and Corvex may be deemed to share voting power and dispositive power with respect to the Corvex Shares. In addition, by virtue of the Agreement, the Corvex Persons
may be deemed to share with the Related Persons voting power and dispositive power with respect to the Related Shares. Each of the Corvex Persons disclaims beneficial ownership with respect to the Related Shares.
Each of the Related Persons may be deemed to be the beneficial owner of 10,850,500 Shares (representing approximately 9.2% of the
Issuers outstanding Shares), which include: (i) the Related Shares and (ii) the Corvex Shares. By virtue of their relationship, as described in Item 2, the Related Persons may be deemed to share voting power and dispositive
power with respect to the Related Shares. In addition, by virtue of the Agreement, the Related Persons may be deemed to share with the Corvex Persons voting power and dispositive power with respect to the Corvex Shares. Each of the Related Persons
disclaims beneficial ownership with respect to the Corvex Shares.
The filing of this Schedule 13D shall not be construed as
an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D.
(c)
Except as set forth on Exhibit 5 to this Schedule 13D, there have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any of the Reporting Persons or, to their knowledge, any
other person or entity referred to in Item 2 of this Schedule 13D.
Item 7
|
Material to be Filed as Exhibits
|
Item 7 of the Schedule 13D is amended by adding thereto the following:
|
|
|
Exhibit 5
|
|
Transactions in the Shares (amended and restated)
|
|
|
Exhibit 16
|
|
Letter to Issuers Board of Trustees dated March 25, 2013
|
|
|
Exhibit 17
|
|
Press Release dated March 28, 2013
|
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.
|
|
|
|
|
|
|
Date: March 28, 2013
|
|
|
|
CORVEX MANAGEMENT LP
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
|
|
|
Keith Meister
|
|
|
|
|
|
|
Managing Partner
|
|
|
|
Date: March 28, 2013
|
|
|
|
KEITH MEISTER
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
Date: March 28, 2013
|
|
|
|
RELATED FUND MANAGEMENT, LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard OToole
|
|
|
|
|
|
|
Richard OToole
|
|
|
|
|
|
|
Vice President
|
|
|
|
Date: March 28, 2013
|
|
|
|
RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard OToole
|
|
|
|
|
|
|
Richard OToole
|
|
|
|
|
|
|
Vice President
|
|
|
|
Date: March 28, 2013
|
|
|
|
RELATED REAL ESTATE RECOVERY FUND GP, L.P.
|
|
|
|
|
|
|
|
By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard OToole
|
|
|
|
|
|
|
Richard OToole
|
|
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Date: March 28, 2013
|
|
|
|
RELATED REAL ESTATE RECOVERY FUND, L.P.
|
|
|
|
|
|
|
|
By: Related Real Estate Recovery Fund GP, L.P., its general partner
|
|
|
|
|
By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard OToole
|
|
|
|
|
|
|
Richard OToole
|
|
|
|
|
|
|
Vice President
|
|
|
|
Date: March 28, 2013
|
|
|
|
RRERF ACQUISITION, LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard OToole
|
|
|
|
|
|
|
Richard OToole
|
|
|
|
|
|
|
Vice President
|