HOLDERS OF OVER 81% OF THE OUTSTANDING SHARES OF COMMONWEALTH REIT APPROVE REMOVAL OF ENTIRE BOARD OF TRUSTEES.
Welcome to the website devoted to Corvex Management LP and Related Fund Management, LLC’s solicitation of consents from the shareholders of CommonWealth REIT (NYSE: CWH).
INSTITUTIONAL SHAREHOLDER SERVICES (ISS) AND GLASS LEWIS RECOMMEND COMMONWEALTH SHAREHOLDERS VOTE TO REMOVE THE ENTIRE BOARD OF TRUSTEES
On March 12, 2014 Corvex and Related released a presentation detailing a case for a new beginning at CommonWealth.
On February 24, 2014 Corvex and Related released a presentation detailing Portnoys’ record of distorting the truth.
On February 13, 2014 Corvex and Related released a detailed presentation outlining the case for change and value creation at CommonWealth.
On February 11, 2014 Sam Zell and David Helfand joined the Corvex and Related Board slate of highly qualified nominees for CommonWealth REIT. Sam Zell is recognized as a founding father of today’s public real estate industry after creating three of the most successful REITs in history: Equity Office Properties Trust (EOP), Equity Residential (EQR), and Equity LifeStyle Properties (ELS). We believe Mr. Zell’s chairmanship of these REITs has unquestionably maximized value for shareholders. In addition, David Helfand’s unmatched real estate management skills and superb track record in executive leadership qualify him to enhance CommonWealth’s portfolio.
In stark contrast, CWH has been operated by an underperforming, external manager focused on increasing its fee stream at the expense of shareholders, while erecting barriers to shareholder action. Not surprisingly, the long-suffering shareholders of CWH have had the opposite experience of Mr. Zell’s shareholders, as clearly depicted on the chart below.
Given a choice between the Portnoys and their record of value destruction and Sam Zell’s record of value creation for shareholders, we believe the choice is clear.
Corvex and Related conducted a consent solicitation last year which resulted in over 70% of CommonWealth’s outstanding shares approving the removal of the entire Board of Trustees (the “Board”), as well as support from leading proxy advisory firms ISS and Glass Lewis. CommonWealth refused to acknowledge the will of shareholders forcing review by an arbitration panel. The arbitration panel determined CommonWealth’s bylaws that sought to impose a minimum requirement of three years and three percent holdings for shareholders to request a record date for a consent solicitation and the bylaws that we believe were designed to disenfranchise shareholders were invalid and the panel created a precise timeline for Corvex and Related to conduct a new solicitation to remove the current trustees and to nominate independent and accountable trustees.
With the conclusions of the arbitration panel and the newly filed definitive solicitation, Corvex and Related envision a clear path towards change and the unlocking of shareholder value at CommonWealth REIT.
We believe change is desperately needed at CWH. CommonWealth is one of the few remaining externally managed equity REITs in the public markets. Because Reit Management and Research, LLC (“RMR”) has historically received virtually all of its remuneration through lucrative fee streams rather than an ownership interest in the Company, we believe RMR is highly incentivized to manage the Company in a way that maximizes such fee income by continuously growing the size of the Company, rather than in a manner that creates value for shareholders. We note that RMR’s annual fees have grown from $59.7 million in 2007 to $83.5 million in 2013(1), an increase of 40%, while CommonWealth’s stock price has declined 68% during the same period (2).
Our solicitation presents a clear path for shareholders of CWH to remove the current Board, elect new independent and accountable trustees, and unlock significant value for ALL shareholders.
We encourage you to read the materials on this website carefully and continue to visit often for any updates.
Thank you for your continued support.
(1) Represents annualized YTD 9/30/2013 results and includes Select Income REIT per Company filings.
(2) Assumes 2013 share price as of 2/25/2013, last trading day before Corvex and Related filed their initial 13-D.