NEW YORK, June 21, 2013
/PRNewswire/ -- Corvex Management LP ("Corvex") and Related
Fund Management, LLC ("Related"), whose separately managed
investment funds collectively own approximately 9.6% of the
outstanding shares of CommonWealth REIT (NYSE:CWH), today announced
that they have delivered consents from holders of over 70% of the
outstanding shares approving the proposal to remove the entire
Board of Trustees of CommonWealth effective immediately.
As of today Barry M. Portnoy,
Adam D. Portnoy, Joseph L. Morea, William
A. Lamkin, and Frederick N.
Zeytoonjian are in our view no longer trustees and have no
authority to act as such or in any way direct or bind the Company.
We will hold each former trustee personally accountable if they
attempt to illegitimately usurp corporate authority they do not
have. We advise third parties that do business with CommonWealth
that we reserve the right to challenge any corporate action that
may be taken by these former trustees on or after today as
invalid.
We demand that the officers of CommonWealth and RMR immediately
take all actions necessary to promptly call and hold a special
meeting of shareholders to elect new trustees, as mandated by
CommonWealth's charter. We look forward to putting together a
slate of highly qualified replacement trustees in consultation with
our fellow shareholders.
Until the replacement board is elected, we expect the continuing
CommonWealth officers and RMR to discharge their fiduciary and
contractual obligations to ensure a smooth transition process to a
new duly elected board. As we have previously communicated,
Jim Lozier, a 30+ year real estate
industry veteran, and one of the world's largest leading commercial
real estate services firms stand ready to provide transitional
managerial services and expertise if necessary or
appropriate. We are prepared to engage in discussions with
any CommonWealth lender, and stand behind our commitment to buy 51%
of the Company's revolver and term loan at par, if necessary.
Keith Meister of Corvex and
Jeff T. Blau of Related, said:
"This is a tremendous victory for all CommonWealth shareholders
and reflects overwhelming support for immediate change. We
encourage the remaining officers and former trustees to stop their
efforts to disregard the clear mandate from holders of over 70% of
CommonWealth's shares and put an end to the unrelenting waste of
company resources to advance the Portnoys' personal agenda.
We stand ready to meet with the officers of CommonWealth to
effectuate a quick and orderly transition of the board in a manner
that enhances value for all CommonWealth shareholders. If the
Portnoys insist on defying shareholders, we will continue to
aggressively pursue our claims in arbitration and are confident we
will prevail."
About Corvex Management LP
Corvex Management LP is an investment firm headquartered in
New York, New York that engages in
value-based investing across the capital structure in situations
with identifiable catalysts. Corvex was founded in March 2011 and follows an opportunistic approach
to investing with a specific focus on equity investments, special
situations and distressed securities largely in North America.
About Related Fund Management LLC
Related Fund Management, LLC is an affiliate of Related
Companies, one of the most prominent privately-owned real estate
firms in the United States. Formed
40 years ago, Related is a fully-integrated, highly diversified
industry leader with experience in virtually every aspect of
development, acquisitions, management, finance, marketing and
sales. Related's existing portfolio of real estate assets, valued
at over $15 billion, is made up of
best-in-class mixed-use, residential, retail, office and affordable
properties. For more information about Related Companies please
visit www.related.com.
SOURCE Related Fund Management LLC