Consent Solicitation Provides Immediate Path For Commonwealth Shareholders To
Take Back Company
Corvex and Related Urge CWH Shareholders to Vote the WHITE Consent Card Today
NEW YORK, April 23, 2013
NEW YORK, April 23, 2013 /PRNewswire/ -- Corvex Management LP ("Corvex") and
Related Fund Management, LLC ("Related"), whose separately managed investment
funds collectively own approximately 9.2% of the outstanding common shares of
CommonWealth REIT (NYSE:CWH), today sent a letter to CWH shareholders, urging
them to vote the WHITE consent card and remove the entire Board of
CommonWealth before it can take any additional action to destroy shareholder
Corvex and Related have also published an investor presentation detailing
their plan for driving value and restoring shareholder wealth at CommonWealth
and outlining the latest actions of CWH's Board that they firmly believe have
destroyed shareholder value.The presentation is available at
Shareholders are urged to sign, date and return the WHITE consent card today.
Shareholders may also be able to vote online by following the instructions on
the voting materials sent to them. Corvex and Related also encourage all
shareholders to call today D.F. King & Co., Inc., their proxy solicitor, at
1-800-714-3313 so they can ensure you receive their materials and they can
assist you in voting your shares.
The text of the letter to CWH shareholders is as follows:
April 23, 2013
Since we publicly announced our ownership stake in CommonWealth REIT in
February, we have consistently emphasized that CommonWealth's assets are
substantially undervalued as a result of blatant mismanagement and a
misalignment of incentives between CommonWealth's shareholders and Reit
Management & Research (RMR), CommonWealth's external manager owned by Barry
Portnoy and his son Adam.
In addition to CommonWealth's record of underperformance, a series of actions
by RMR and the Portnoys in the last eight weeks – including a highly dilutive
equity offering and repeated efforts to eliminate shareholder rights –
demonstrate to us that RMR is not operating CommonWealth for the benefit of
CommonWealth's shareholders. Instead, RMR is operating CommonWealth for the
benefit of RMR's owners, the Portnoys. We believe this must stop
immediately. It is time for RMR and the Portnoys to relinquish control of
CommonWealth, and for ALL CommonWealth shareholders to take THEIR company
OUR CONSENT SOLICITATION: AN IMMEDIATE PATH FOR COMMONWEALTH SHAREHOLDERS TO
TAKE BACK THEIR COMPANY
During the last eight weeks we have made very concrete proposals about the
steps that we believe CommonWealth has to take to unlock shareholder value,
including the internalization of the management function, a halt to related
party transactions, and adoption of best corporate governance practices. We
invite you to review our detailed 62-page presentation on the subject posted
on our website: www.shareholdersforcommonwealth.com.
In response to our substantive proposals, the Portnoys have unleashed a
scorched earth campaign that avoids any substantive discussion of
CommonWealth's business, other than to point out that the Portnoys' "strategic
plan" for the future of CommonWealth is to continue doing the same things they
have done for years – i.e. the same things that have in our view caused share
value to plummet by over 60% during the period 2007-2012.
Instead of providing specifics as to how they actually plan to create
shareholder value, the Portnoys' campaign relies almost entirely on smoke and
mirrors. In particular, the Portnoys constantly feel compelled to evoke
self-serving images of "hostile takeovers". This mischaracterization of our
effort by the Portnoys is based on a firm premium proposal we made to the
trustees that would have actually taken control of CommonWealth away from the
Portnoys while allowing fellow shareholders to either cash-out at a
substantial premium or retain their equity and participate in the upside
potential of a company under qualified management. We also proposed a "go
shop" provision where we would commit to vote our shares in favor of a cash
proposal higher than our offer. However, at this point it is clear to us that
the Portnoys will not consider any option that takes control of CommonWealth
away from them.
Let us be crystal clear: In our view there is just one path that allows
shareholders to take back their company in the short-term, and such path is
the removal of the entire board of trustees by means of our written consent
solicitation. Once the entire board is removed, CommonWealth is required to
promptly call a special meeting for shareholders to elect new trustees. We
will engage in an active dialogue with all shareholders to identify a truly
independent slate of highly qualified nominees who are prepared to work for
the interests of ALL shareholders.
OUR COMMITMENT TO THE BEST CORPORATE GOVERNANCE PRACTICES
We will only support trustees who commit to immediately upon their election
take steps to amend CommonWealth's charter and bylaws to conform to ISS and
Glass Lewis best practices, so as to guarantee that CommonWealth will not
again be hijacked by the Portnoys or any other self-interested group. Make no
mistake -- we are committed to demand from any future trustee a pledge that,
if elected, they will effect the following changes to CommonWealth's
oTerminate CommonWealth's poison pill, and impose a strict policy of
non-implementation of poison pills without shareholder approval.
oOpt-out of every provision of the Maryland Unsolicited Takeovers Act.
oAnnually elected board of trustees, with a majority of independent members
(based on the same definition of "independence" as ISS utilizes for
corporate governance purposes). All new trustees elected by shareholders
following the removal of the Portnoys' board will be up for election at
the 2014 annual meeting.
oMajority vote for the removal of trustees with or without cause.
oDirectors elected by majority of votes cast, with strict resignation
policy; plurality voting to apply in contested elections.
oShareholders to fill trustee vacancies and permit them to both expand the
size of the board and fill newly created vacancies.
oNo ownership / holding period requirements for the nomination of directors
or making of other proposal of business by shareholders at the annual
oAny shareholder to be able to request a record date for shareholders to
act by written consent, without ownership / holding period requirements.
Record date must be fixed within 10 days of shareholder request.
oShareholders to have the power to amend bylaws.
oNo mandatory arbitration of shareholder disputes.
We also expect all future trustees to enforce a strict policy with respect to
related party transactions, whether with officers, trustees or significant
shareholders of CommonWealth. In particular, as they relate to material
transactions with significant shareholders, we would demand that any such
transactions be approved by a majority of the shares not owned by any such
As it specifically relates to both Corvex and Related, we are committed, and
hereby undertake to all shareholders, that:
oWe will not engage in any material transaction with CommonWealth before a
new board elected by shareholders is put in place following removal of the
current board and implementation of the foregoing changes to
CommonWealth's charter and bylaws; and
oEven after a new independent board is in place there will be absolutely no
material transaction between CommonWealth and Related or Corvex without
the approval of a majority of the outstanding shares not owned by Related
We are also committed to keeping CommonWealth organized in Maryland, and
making sure that no Maryland jobs are lost in this process.
Despite CommonWealth's misleading and self-serving rhetoric, this is not about
Corvex and Related taking over CommonWealth. Our consent solicitation is
about ALL shareholders taking their company back. We are fully committed to
the best corporate governance practices and will not tolerate from any future
board the type of behavior that the Portnoys and their trustees have engaged
in with CommonWealth. Anything the Portnoys say otherwise is simply false and
an attempt on their part to obfuscate their own mismanagement.
THE PORTNOYS' BOARD OF TRUSTEES: REDEFINING THE MEANING OF CONFLICT OF
INTEREST AND INDEPENDENCE
Our vision for the future of CommonWealth's corporate governance system stands
in stark contrast to the system put in place by the Portnoys. In addition to
the substantial roadblocks the Portnoys have put in place to disenfranchise
your rights as shareholders, they have hand-picked a board permeated by
conflicts of interest and which, in our view, has acted in a way to benefit
RMR and the Portnoys over your interests as shareholders. CommonWealth's
board is currently composed of:
oBarry and Adam Portnoy: The Portnoys – CommonWealth's two managing
trustees – own RMR, which in the period 2007-2012 extracted almost $400
million in fees from CommonWealth. The Portnoys' disregard for conflicts
of interest issues and good corporate governance is well encapsulated in
the following candid statement from Adam Portnoy, who in denying that
there is a conflict of interest between RMR and CommonWealth stated:
"I'm on both boards and I can say there's no conflict of interest."
Whose CommonWealth Is It Anyway? Barron's, April 20, 2013.
oJoseph Morea: Mr. Morea is a former RBC banker, who retired last year.
While Mr. Morea was at RBC, RBC received tens of millions of fees from
CommonWealth and other RMR-managed entities. Most recently in the highly
dilutive equity offering completed by CommonWealth last month Mr. Morea's
former employer netted over $2 million in underwriting fees. We believe
that Mr. Morea's status as a former RBC managing director and recent
beneficiary of millions in fees from the Portnoys renders him hopelessly
incapable of acting independently. In fact, at a recent meeting he
attended, Mr. Morea, as the only so-called "independent" trustee at the
meeting, continuously refused to meet in private with us. When he did
voice an opinion, he acknowledged that the CommonWealth board operates
without walls or delineations between the independent and the managing
trustees. We believe him.
oFrederick Zeytoonjian: Mr. Zeytoonjian is CEO of Turf Products, a
distributor of lawn care equipment, and has been working with the Portnoys
as a trustee of CommonWealth since 1999. In 2003 he also joined the board
of the RMR-managed Senior Housing Properties Trust (SNH). During the last
five years SNH has paid $106 million in fees to RMR and $446,980 in total
compensation to Mr. Zeytoonjian.
oWilliam Lamkin: Mr. Lamkin has been referred to in CommonWealth's
disclosures and website as both a partner in Ackrell Capital LLC, a San
Francisco based investment bank, and a partner in Ackrell & Company LLC,
"a San Francisco based investment advisory firm" for which we have been
unable to identify any operating history or registrations. Based on
public records, we also understand that he has an interest in a restaurant
business. Mr. Lamkin has served as a trustee of Hospitality Properties
Trust, or HPT, and Select Income REIT, or SIR, since 2007 and 2012,
respectively. Both HPT and SIR are managed by RMR, and have in the
aggregate paid RMR over $175 million in fees during the last five years
and $587,580 in total compensation to Mr. Lamkin.
We believe that no member of CommonWealth's current board qualifies as an
"independent" trustee under any common sense meaning of the term in light of
their multiple historical relationships with RMR and the Portnoys. We ask for
your support to remove each of the trustees by signing, dating and returning
the WHITE consent card today. Please join us as shareholders of CommonWealth
in our effort to take back our company.
If you have any questions or require any assistance in executing your consent,
please contact D.F. King & Co., Inc. at (800) 714-3313 (toll-free) or (212)
269-5550 (call collect).
We thank you for your continuing support.
Keith Meister Jeff T. Blau
Corvex Management LP Related Fund Management, LLC
A copy of Related's and Corvex's consent solicitation materials can be
obtained at www.shareholdersforcommonwealth.com or by calling D.F. King & Co.,
Inc., our proxy solicitor, at 1-800-714-3313.
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
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 Consent Solicitation
In connection with their solicitation of written consents, Corvex and Related
have filed a definitive written consent solicitation statement with the U.S.
Securities and Exchange Commission (the "SEC") to solicit written consents
from shareholders of CommonWealth REIT. Investors and security holders are
urged to read the definitive written consent solicitation statement and other
relevant documents when they become available, because they contain important
information regarding the consent solicitation.The definitive written consent
solicitation statement and all other relevant documents are 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 CommonWealth'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, L.P., Related Real Estate Recovery
Fund, L.P., RRERF Acquisition, LLC, Jeff T. Blau, Richard O'Toole and David R.
Johnson.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 definitive written
consent solicitation statement filed with the SEC on April10, 2013 and
Supplement No.1 thereto filed on April12, 2013.
SOURCE Related Fund Management
Contact: D.F. King & Co., Inc. Shareholders can call toll-free: (800)
714-3313, Banks and brokers call: (212) 269-5550; Rupal Doshi, Corvex, (212)
474-6750, firstname.lastname@example.org or Joanna Rose, Related, (212) 801-3902,
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