UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
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| ¨ | Soliciting Material Pursuant to §240.14a-12 | |
COMMONWEALTH REIT
(Name of the Registrant as Specified In Its Charter)
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
KENNETH SHEA
EGI-CW HOLDINGS, L.L.C.
DAVID HELFAND
SAMUEL ZELL
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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LEADING INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS SUPPORT ELECTION OF ENTIRE SLATE OF TRUSTEES NOMINATED BY RELATED AND CORVEX
Corvex and Related Encourage CommonWealth REIT Shareholders to Sign, Date and Return the GREEN Proxy Card Today
New York, NY, May 12, 2014 - 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 announced that Institutional Shareholder Services (ISS) and Glass Lewis & Co., the two leading independent proxy advisory firms, have recommended that shareholders vote for all of the seven nominees that were proposed by Corvex and Related.
In its report, ISS made the observations below:
“As the seven nominees appear to have deep, relevant background in the industry, and were previously presented to and effectively ratified by shareholders as part of the consent solicitation, support for all seven nominees is warranted.
The slate appears well-qualified to oversee this REIT, given Zell’s long and successful experience in creating and managing REITS (including one with the same business profile as CommonWealth). Helfand, as CEO nominee appears to have credible experience for that role, much of it working alongside Zell at REITs or other real estate businesses Zell created. Three others – Corl, Lozier, and Shea – have executive experience in real estate as well, and the remaining nominees – Glickman and Linneman – are well-known academics whose expertise is in real estate (Linneman wrote a seminal work on real estate valuation).”
Corvex and Related remind shareholders to promptly sign, date and return the GREEN proxy card to elect the Corvex/Related slate of trustee nominees – James Corl, Edward Glickman, David Helfand, Peter Linneman, Jim Lozier, Kenneth Shea and Samuel Zell – at the upcoming special meeting of shareholders.
The special meeting of shareholders will be held at 10:00 a.m., local time, on Friday, May 23, 2014 at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts 02109.
If you have any questions or need assistance voting your shares, please call today D.F. King & Co., Inc., our proxy solicitor, at (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 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, Supplement No. 1 filed with the SEC on February 13, 2014 and Supplement No. 2 filed with the SEC on April 2, 2014. Permission to quote third party reports was neither sought nor obtained.
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