NEW YORK, Jan. 16, 2014
/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 intend to nominate a slate of five highly qualified
trustees for consideration by CommonWealth shareholders:
James Corl, Edward Glickman,
Peter Linneman, Jim Lozier, and Kenneth
Shea.
As previously announced, Corvex and Related have commenced the
process to launch a new consent solicitation to remove the entire
Board of Trustees of CommonWealth in accordance with the rules
implemented by the Arbitration Panel ruling on November 18, 2013. To that end, Corvex and
Related will file today revised preliminary consent solicitation
materials with the Securities and Exchange Commission. Corvex
and Related will request a record date for the new solicitation by
February 16, 2014.
Keith Meister of Corvex and
Jeff T. Blau of Related, said:
"After consulting with fellow shareholders, we are excited to
propose a strong slate of nominees with significant, relevant real
estate industry expertise, who we are confident have the track
records and corporate leadership experience to create significant,
long-term value for CommonWealth and all of its shareholders.
Our slate of truly independent, accountable trustees will enable us
to achieve our sole goal from the beginning — ceasing the value
destruction caused by the Portnoys and enabling CommonWealth
shareholders to take back their company. The holders of more
than 70% of the outstanding shares previously supported our
proposal to remove the entire CommonWealth Board of Trustees and we
expect the same level of support for our consent solicitation.
"Recently, CommonWealth has conveniently unveiled various
reversible, 'check the box' governance alterations that in our view
do not give shareholders the ability to hold RMR accountable for
its underperformance and enable the Portnoys to retain control of
CommonWealth, despite their owning virtually no stock.
Further, we firmly believe that the two recently-appointed
Trustees will be no more 'independent' than the other Trustees,
having been hand-picked by the same Board who supported every
appalling action taken by the Portnoys over the past year to impede
the will of CommonWealth's shareholders. Among others, these
actions include passing illegal bylaw amendments, which were
rejected by the Arbitration Panel, and reinstating Trustee
Joe Morea after only 14% of the
outstanding shares were voted for him at the 2013 annual meeting,
and then selecting him to spearhead CommonWealth's efforts to
improve governance. As long as the Portnoys maintain control
of CommonWealth via their conflicted management structure,
CommonWealth will continue its long-term track record of
underperformance and value destruction."
Additional Information on the Nominees
James Corl. James Corl has been a Managing Director at
Siguler Guff & Company since 2009, and is the Head of Real
Estate. Mr. Corl oversees the Firm's real estate investment
activities, setting investment strategy, designing and constructing
the portfolio, identifying potential investments, and negotiating
investment terms and conditions. Prior to joining Siguler
Guff, Mr. Corl spent 13 years in the REIT investment industry, most
recently as Chief Investment Officer for all of the real estate
activities of Cohen & Steers, Inc., a leading investor in
global real estate securities. While at Cohen & Steers,
Inc., Mr. Corl was directly responsible for over $30 billion of client assets invested in mutual
funds and institutional separate accounts around the world. As an
Associate with the Real Estate Investment Banking group at Credit
Suisse First Boston, Mr. Corl was involved in acquiring portfolios
of non-performing loans and distressed real estate assets for
CSFB's Praedium Real Estate Recovery Fund, as well as restructuring
troubled real estate companies as publicly traded REITs.
Edward Glickman.
Edward Glickman is the Executive
Director of the Center for Real Estate Finance Research and
Clinical Professor of Finance at New York
University Stern School of Business, and has been a
Professor at the Stern School of Business since 2006. Mr.
Glickman is also currently the Executive Chairman of FG Asset
Management US, an alternative asset manager serving Korean
investors, and is a Senior Advisor for Econsult Solutions, Inc., an
econometric consulting firm. From 2004 to 2012 Mr. Glickman
served as President and Chief Operating Officer of the Pennsylvania
Real Estate Investment Trust, where he oversaw all operating
functions and was a member of its Board of Trustees. Mr.
Glickman has more than 30 years of experience in the real estate
and financial services industry having been previously employed by
The Rubin Organization, Presidential Realty Corporation, Shearson
Lehman Brothers and Smith Barney. Mr. Glickman is a Fellow of
the Royal Institute of Chartered Surveyors, a Certified Treasury
Professional and a Registered Securities Principal.
Peter Linneman. From 1979
to 2011, Dr. Linneman was a Professor of Real Estate, Finance and
Public Policy at the University of
Pennsylvania, Wharton School of Business and is currently an
Emeritus Albert Sussman Professor of Real Estate there. Dr.
Linneman is currently a principal of Linneman Associates, a real
estate advisory firm, and a principal of American Land Funds, a
private real estate acquisition fund. For more than 35 years
he has advised leading corporations and served on over 20 public
and private boards, including serving as Chairman of Rockefeller
Center Properties, where he led the successful restructuring and
sale of Rockefeller Center in the mid-1990s. Dr. Linneman has
won accolades from around the world, including PREA's prestigious
Graaskamp Award for Real Estate Research, Wharton's Zell-Lurie Real Estate Center's
Lifetime Achievement Award, Realty Stock Magazine's Special
Achievement Award, and has been named "One of the 25 Most
Influential People in Real Estate" by Realtor Magazine and was
included in The New York Observer's "100 Most Powerful People in
New York Real Estate."
Jim Lozier. Jim Lozier
served as co-founder and CEO of Archon Group L.P. from its
formation in 1996 until 2012. Archon, a wholly owned
subsidiary of Goldman Sachs, is a diversified international real
estate services and advisory company that under Mr. Lozier's
leadership managed 36,000 assets with a gross value of
approximately $59 billion and over
8,500 employees in offices located in Washington D.C., Los
Angeles, Dallas,
Boston, Asia and Europe. Prior to the formation of
Archon, Mr. Lozier was an employee of the J.E. Robert Company and
was responsible for managing the Goldman Sachs/J.E. Robert joint venture for two years.
Mr. Lozier directed the acquisition efforts of the joint venture
between GS and JER from 1991-1995. Jim has served on the
Board of Directors of Dallas CASA (Court Appointed Special
Advocates for Children) since 1999, and currently is on the
Executive Committee and is heading CASA's capital
campaign.
Kenneth Shea. Kenneth Shea is the President of Coastal Capital
Management LLC, an affiliate of Coastal Development, LLC, a
New York-based privately-held
developer of resort destinations, luxury hotels and casino gaming
facilities. Prior to joining Coastal in September 2009, from July
2008 to August 2009, Mr. Shea
was a Managing Director for Icahn Capital LP, where Mr. Shea had
responsibility for principal investments in the gaming and leisure
industries. From 1996 to 2008, Mr. Shea was employed by
Bear, Stearns & Co., Inc., where he was a Senior Managing
Director and global head of the Gaming and Leisure investment
banking department. At Bear, Stearns, Mr. Shea played an active
role on over $55 billion of M&A
and capital raising transactions for many of the leading
public companies in the gaming and leisure sector including
Harrah's Entertainment, Inc., Station Casinos Inc., Penn National
Gaming Inc., Las Vegas Sands Corp., Wynn Resorts Ltd., and Carnival
Corp. Mr. Shea currently serves on the board of directors of
CVR Refining, LP.
Additional Information Regarding the Solicitation
Corvex Management LP and Related Fund Management, LLC have filed
a preliminary solicitation statement with the Securities and
Exchange Commission (the "SEC") to (1) solicit consents to remove
the entire board of trustees of CommonWealth REIT (the "Removal
Proposal"), and (2) elect five new trustees at a special meeting of
shareholders that must be promptly called in the event that the
Removal Proposal is successful. Investors and security holders
are urged to read the preliminary solicitation statement in its
entirety, and the definitive solicitation statement and other
relevant documents when they become available, because they will
contain important information regarding the solicitation. The
preliminary and definitive solicitation statement and all other
relevant documents will be available, free of charge, on the SEC's
website at www.sec.gov.
The following persons are participants in connection with the
solicitation of CommonWealth REIT shareholders: 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 and
Kenneth Shea. Information
regarding the participants in the solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, to the extent applicable, is available in the
preliminary solicitation statement to be filed today with the
SEC.
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.
For further information, contact:
Rupal Doshi
Corvex
(212) 474-6750
rdoshi@corvexcap.com
Joanna Rose
Related
(212) 801-3902
jrose@related.com
INVESTORS:
Edward McCarthy / Richard Grubaugh
D.F. King & Co., Inc.
(212) 269-5550
SOURCE Related Companies