NEW YORK, April 1, 2014 /PRNewswire/ -- Corvex
Management LP and Related Fund Management, LLC, whose separately
managed investment funds collectively own approximately 9.6% of the
outstanding shares of CommonWealth REIT (NYSE:CWH), today commented
on CommonWealth's inaccurate disclosure in its Form 8-K filed
yesterday.
"We are disappointed by the Current Report on Form 8-K filed by
the officers of CommonWealth REIT yesterday. In the filing,
signed by John C. Popeo,
CommonWealth's current Treasurer and Chief Financial Officer,
CommonWealth describes a letter received from The New York Stock
Exchange (NYSE) describing certain deficiencies in meeting various
listing standards as a result of the decision of the holders of
over 81% of the outstanding shares to remove the entire Board of
Trustees. Mr. Popeo goes on to note that the NYSE has also
notified the Company that "if the above deficiencies are not cured
by April 2, 2014, the Company will be deemed noncompliant and
the NYSE will disseminate a below compliance indicator for the
Company on April 4, 2014."
"But conspicuously absent from the filing is any mention of
correspondence previously received by CommonWealth's counsel from
the NYSE informing CommonWealth that the NYSE does not intend to
delist CWH as long as a special meeting to elect new Trustees is
held within a 'timeframe reasonably consistent' with the date
previously proposed by CommonWealth, or May
23, 2014. This communication, which is reproduced
below, was used by CommonWealth only last Thursday to support its
argument before the Arbitration Panel that there was no need to
accelerate the special meeting to a date earlier than the
May 23rd date proposed by
CommonWealth. In addition to attaching the correspondence
reproduced below, CommonWealth's counsel represented to the
Arbitration Panel that "[t]he NYSE has confirmed it does not intend
to delist CWH if it uses the May 23
date [as the date of the special meeting]."
"In light of the delayed timeframe CommonWealth has proposed for
holding the special meeting, we urge CommonWealth's officers to
communicate accurately with its shareholders, particularly when
referencing sensitive matters such as the Company's listing status
during its transition to a new Board."
"We also urge CommonWealth and its advisors to complete by close
of business today the filing of their preliminary information
statement with the SEC and accelerate completion of the special
meeting to elect a new Board. We are highly confident that
regulators, including the SEC, will cooperate with the Company to
make sure that a definitive information statement can be filed and
disseminated to shareholders as early as the end of this week."
The text of the correspondence, dated March 25, 2014, between CommonWealth's counsel
and the Staff of the NYSE, follows:
From: [REDACTED] [mailto:[REDACTED]@nyx.com]
Sent: Tuesday, March 25, 2014
9:04 AM
To: Cohen, Margaret R (BOS)
Cc: [REDACTED]; Gomes, Angela (BOS); [REDACTED]
Subject: RE: CommonWealth REIT
Margaret,
Thanks for the update. We will need to designate the company as
"below compliance" during the period prior to the election of the
new board and will send a letter to that effect that will trigger
an 8-K filing requirement. Typically, we give companies a
reasonable period of time to correct any defects in their board
structure. Given CWH's intention of holding a meeting to elect a
new board as soon as possible, this unusual situation should have
no further implications for the company's listing status as long as
it takes action within a timeframe reasonably consistent with that
proposed in the release. I am copying [REDACTED], the vice
president in charge of our continued listing compliance program as
[REDACTED] staff will need to liaise with the company on this
issue.
Regards,
[REDACTED]
From: Cohen, Margaret R
[mailto:Margaret.Cohen@skadden.com]
Sent: Tuesday, March 25, 2014
7:46 AM
To: [REDACTED]
Cc: [REDACTED]; Gomes, Angela
Subject: CommonWealth REIT
[REDACTED], Please see attached press release that is being
issued by CommonWealth REIT this morning. CWH is providing this
announcement to the NYSE directly. This is a courtesy copy, as I
have previously discussed the status of the consent solicitation to
remove CWH's Board with you. CWH will also provide a letter to the
NYSE Corporate Compliance Department later today.
Thank you,
Margaret
******
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.
Additional Information Regarding the
Solicitation
Corvex Management LP and Related Fund
Management, LLC have filed a definitive solicitation statement with
the Securities and Exchange Commission (the "SEC") to solicit
proxies to elect a slate of new trustees at the special meeting of
shareholders. 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 of charge, on the SEC's
website at www.sec.gov. 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 definitive solicitation statement
filed with the SEC on January 28,
2014 and Supplement No. 1 filed with the SEC on February 13, 2014.
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 Fund Management, LLC