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Corvex And Related Reaffirm Proposal To Acquire All Outstanding Shares Of CommonWealth REIT (CWH)



  Corvex And Related Reaffirm Proposal To Acquire All Outstanding Shares Of
                           CommonWealth REIT (CWH)

Demand Board of Trustees Conduct Process Prior to Selling Controlling Stake in
Select Income REIT (SIR)

PR Newswire

NEW YORK, March 28, 2013

NEW YORK, March 28, 2013 /PRNewswire/ -- Corvex Management LP and Related Fund
Management, LLC, whose separately managed investment funds collectively own
approximately 9.0% of the outstanding common shares of CommonWealth REIT,
released the following letter delivered today to the Board of Trustees of CWH:

Board of Trustees
CommonWealth REIT
Two Newton Place
255 Washington Street
Newton, MA 02458-1634

March 28, 2013

Dear Members of the Board of Trustees:

We appreciate the time taken by Messrs. Barry and Adam Portnoy to meet with us
in Boston this past Tuesday (after our initial request on February 25, 2013). 
We hereby submit to the Board of Trustees a proposal to acquire up to 100% of
the outstanding shares of CWH.  We are prepared to offer the same economic
terms reflected in our February 27, 2013 letter to you, as represented by a
$7.3 billion enterprise value.  Our current offer represents a price of $24.50
per share today, as compared to $27.00 per share on February 27, 2013, due to
the mathematical impact of the highly dilutive equity offering you completed
earlier this month.^1  Our current offer represents a premium of approximately
55% to CWH's price per share on February 25, 2013, the day before we publicly
announced our ownership stake in CWH.  Our offer is subject to further
downward adjustment if you move forward with a sale of all or a portion of
CWH's controlling stake in Select Income REIT.

We continue to believe that CWH is significantly undervalued due to its
obsolete externally advised management structure and flawed corporate
governance.  We firmly believe that taking the proper steps, including but not
limited to termination of the management agreement with RMR, adoption of
corporate governance best practices, cessation of related party transactions,
and shareholder friendly capital allocation, will create significant value for
all CWH shareholders.  However, in light of your recent actions, we have
unfortunately concluded that you as a Board are not prepared to independently
undertake or evaluate any such value enhancing steps. 

In light of the foregoing, we are left with three options: (1) Corvex and
Related acquire CWH in a negotiated transaction (in which we will seek to
utilize a structure that will allow existing fellow shareholders to
participate if they so choose), (2) CWH is sold to a third party willing to
pay more than Corvex and Related, or (3) shareholders remove the current Board
through a 2/3 vote in the near-term (we then anticipate that a new Board
elected by its shareholders would run the business with an internal management
team such that CWH trades at NAV, or sell CWH to someone at NAV).  Rest
assured, we are fully committed to pursuing the third alternative in the event
you choose not to pursue options (1) or (2), and believe there is a clear path
for us to remove all of you as trustees in the near term.  It is only a matter
of time before all shareholders have an opportunity to exercise their rights
as owners of CWH and we are prepared to spend as much time as necessary to
achieve that end.

We are prepared to meet immediately with you and your advisors in order to
answer any questions about our acquisition offer and move expeditiously toward
a definitive transaction agreement.  To be clear, any such agreement would not
have any diligence or financing condition, and we believe that if you are
prepared to enter into good faith negotiations with us we could negotiate and
announce a transaction in less than 3 weeks (note that we would be prepared to
include any appropriate "go-shop" period in any transaction agreement).  We
and our financial advisor, Deutsche Bank Securities Inc., are ready, willing
and able to proceed with such negotiations immediately.  Further, we are
prepared to discuss structural alternatives for a transaction that would allow
interested shareholders to choose to participate in the upside potential of
CWH when operated by a qualified management team after appropriate transition
services.

Once again we want to take this opportunity to demand that you put in place a
special committee advised by independent advisors, and that you refrain from
taking any steps to destroy shareholder value, including selling CWH's
controlling stake in Select Income REIT (SIR).  As we stated in our letter to
the Board dated March 25, 2013, we do not believe CWH should sell its 56%
controlling interest in SIR in an underwritten offering, which we anticipate
would be completed at a discount to market price.  Any sale of shares
constituting a control position in SIR should obviously reflect a control
premium, not a discount.  Furthermore, any such sale must only be completed
following a thorough and independent exploration of all available options to
seek the highest price available to CWH for the sale of its controlling SIR
stake – much like any other process for the sale of a controlling stake in a
public company would be completed by a responsible board mindful of its
fiduciary duties.  Further, be aware that we would be prepared to buy such
controlling stake in SIR at a premium to market value if the current SIR
trustees resign and SIR's management agreement with RMR is terminated.  While
the path of selling SIR in an underwritten offering serves only RMR, which
would maintain control of SIR and continue to extract management fees from the
business, it is clearly not a value maximizing outcome for CWH shareholders.

We expect a prompt response to our offer.

Sincerely,

Keith Meister
Corvex Management LP
712 Fifth Avenue, 23rd Floor
New York, New York 10019

Jeff T. Blau
Related Fund Management, LLC
60 Columbus Circle
New York, New York 10023

Additional Information Regarding the Consent Solicitation
In connection with their solicitation of written consents to remove the board
of trustees of CWH, Corvex Management LP and Related Fund Management, LLC have
filed a preliminary written consent solicitation statement with the Securities
and Exchange Commission (the "SEC") to solicit written consents from
shareholders of the Company.  Investors and security holders are urged to read
the preliminary written consent solicitation statement in its entirety, and
the definitive written consent solicitation statement and other relevant
documents when they become available, because they will contain important
information regarding the consent solicitation.  The preliminary and
definitive written consent 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 written consent
solicitation of CWH's shareholders: Corvex Management LP, Keith Meister,
Related Fund Management, LLC, Related Real Estate Recovery Fund GP-A, LLC,
Related Real Estate Recovery Fund GP, LP, Related Real Estate Recovery Fund,
LP, RRERF Acquisition, LLC, Jeff T. Blau and Richard O'Toole.  Information
regarding the participants in the consent solicitation and a description of
their direct and indirect interests, by security holdings or otherwise, to the
extent applicable, is available in the preliminary written consent
solicitation statement filed with the SEC on March 26, 2013. 

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.

^1 Represents approximately $2.50 per share of dilution, based on the sale of
approximately 30% of pro forma shares outstanding at a price per share $8.00
below the Corvex/Related offer price of $27.00 on February 27, 2013.

SOURCE Related Fund Management, LLC

Website: http://www.related.com
Contact: Joanna Rose of Related, (212) 801-3902, jrose@related.com
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