Corvex Management LP ("Corvex") and Related Fund Management, LLC ("Related"), whose separately managed investment funds collectively own approximately 9.6% of the outstanding shares of CommonWealth REIT (NYSE:CWH), today announced that they intend to nominate a slate of five highly qualified trustees for consideration by CommonWealth shareholders: James Corl, Edward Glickman, Peter Linneman, Jim Lozier and Kenneth Shea.
As previously announced, Corvex and Related have commenced the process to launch a new consent solicitation to remove the entire board of trustees of CommonWealth in accordance with the rules implemented by the arbitration panel ruling on November 18, 2013. To that end, Corvex and Related will file today revised preliminary consent solicitation materials with the Securities and Exchange Commission. Corvex and Related will request a record date for the new solicitation by February 16, 2014.
Keith Meister of Corvex and Jeff T. Blau of Related said: "After consulting with fellow shareholders, we are excited to propose a strong slate of nominees with significant, relevant real estate industry expertise who we are confident have the track records and corporate leadership experience to create significant, long-term value for CommonWealth and all of its shareholders. Our slate of truly independent, accountable trustees will enable us to achieve our sole goal from the beginning—ceasing the value destruction caused by the Portnoys and enabling CommonWealth shareholders to take back their company. The holders of more than 70% of the outstanding shares previously supported our proposal to remove the entire CommonWealth Board of Trustees and we expect the same level of support for our consent solicitation.
"Recently, CommonWealth has conveniently unveiled various reversible 'check the box' governance alterations that, in our view, do not give shareholders the ability to hold RMR accountable for its underperformance and enable the Portnoys to retain control of CommonWealth, despite their owning virtually no stock. Further, we firmly believe that the two recently-appointed trustees will be no more 'independent' than the other trustees, having been hand-picked by the same board who supported every appalling action taken by the Portnoys over the past year to impede the will of CommonWealth's shareholders.
"Among others, these actions include passing illegal bylaw amendments, which were rejected by the arbitration panel, and reinstating Trustee Joe Morea after only 14% of the outstanding shares were voted for him at the 2013 annual meeting, and then selecting him to spearhead CommonWealth's efforts to improve governance. As long as the Portnoys maintain control of CommonWealth via their conflicted management structure, CommonWealth will continue its long-term track record of underperformance and value destruction."
Additional Information on the Nominees:
James Corl has been a managing director at Siguler Guff & Company since 2009, and is the head of real estate. Mr. Corl oversees the firm's real estate investment activities, setting investment strategy, designing and constructing the portfolio, identifying potential investments and negotiating investment terms and conditions. Prior to joining Siguler Guff, Mr. Corl spent 13 years in the REIT investment industry, most recently as chief investment officer for all of the real estate activities of Cohen & Steers, Inc., a leading investor in global real estate securities. While at Cohen & Steers, Inc., Mr. Corl was directly responsible for over $30 billion of client assets invested in mutual funds and institutional separate accounts around the world. As an associate with the Real Estate Investment Banking group at Credit Suisse First Boston, Mr. Corl was involved in acquiring portfolios of non-performing loans and distressed real estate assets for CSFB's Praedium Real Estate Recovery Fund, as well as restructuring troubled real estate companies as publicly traded REITs.
Edward Glickman is the executive director of the Center for Real Estate Finance Research and Clinical Professor of Finance at New York University Stern School of Business, and has been a professor at the Stern School of Business since 2006. Mr. Glickman is also currently the executive chairman of FG Asset Management US, an alternative asset manager serving Korean investors, and is a senior advisor for Econsult Solutions, Inc., an econometric consulting firm. From 2004 to 2012, Mr. Glickman served as president and chief operating officer of the Pennsylvania Real Estate Investment Trust, where he oversaw all operating functions and was a member of its board of trustees. Mr. Glickman has more than 30 years of experience in the real estate and financial services industry, having been previously employed by The Rubin Organization, Presidential Realty Corporation, Shearson Lehman Brothers and Smith Barney. Mr. Glickman is a fellow of the Royal Institute of Chartered Surveyors, a Certified Treasury Professional and a registered securities principal.
From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the University of Pennsylvania, Wharton School of Business and is currently an Emeritus Albert Sussman Professor of Real Estate there. Dr. Linneman is currently a principal of Linneman Associates, a real estate advisory firm, and a principal of American Land Funds, a private real estate acquisition fund. For more than 35 years he has advised leading corporations and served on over 20 public and private boards, including serving as chairman of Rockefeller Center Properties, where he led the successful restructuring and sale of Rockefeller Center in the mid-1990s. Dr. Linneman has won accolades from around the world, including PREA's prestigious Graaskamp Award for Real Estate Research, Wharton's Zell-Lurie Real Estate Center's Lifetime Achievement Award, Realty Stock Magazine's Special Achievement Award, has been named "One of the 25 Most Influential People in Real Estate" by Realtor Magazine and was included in The New York Observer's "100 Most Powerful People in New York Real Estate."
im Lozier served as co-founder and CEO of Archon Group L.P. from its formation in 1996 until 2012. Archon, a wholly owned subsidiary of Goldman Sachs, is a diversified international real estate services and advisory company that under Mr. Lozier's leadership managed 36,000 assets with a gross value of approximately $59 billion and over 8,500 employees in offices located in Washington D.C., Los Angeles, Dallas, Boston, Asia and Europe. Prior to the formation of Archon, Mr. Lozier was an employee of the J.E. Robert Company and was responsible for managing the Goldman Sachs/J.E. Robert joint venture for two years. Mr. Lozier directed the acquisition efforts of the joint venture between GS and JER from 1991–1995. Jim has served on the board of directors of Dallas CASA (Court Appointed Special Advocates for Children) since 1999, and currently is on the executive committee and is heading CASA's capital campaign.
Kenneth Shea is the president of Coastal Capital Management LLC, an affiliate of Coastal Development, LLC, a New York-based privately-held developer of resort destinations, luxury hotels and casino gaming facilities. Prior to joining Coastal in September 2009, from July 2008 to August 2009, Mr. Shea was a managing director for Icahn Capital LP, where Mr. Shea had responsibility for principal investments in the gaming and leisure industries. From 1996 to 2008, Mr. Shea was employed by Bear, Stearns & Co., Inc., where he was a senior managing director and global head of the Gaming and Leisure investment banking department. At Bear, Stearns, Mr. Shea played an active role on over $55 billion of M&A and capital raising transactions for many of the leading public companies in the gaming and leisure sector including Harrah's Entertainment, Inc., Station Casinos Inc., Penn National Gaming Inc., Las Vegas Sands Corp., Wynn Resorts Ltd. and Carnival Corp. Mr. Shea currently serves on the board of directors of CVR Refining, LP.
Additional Information Regarding the Solicitation:
Corvex Management LP and Related Fund Management, LLC have filed a preliminary solicitation statement with the Securities and Exchange Commission (the "SEC") to (1) solicit consents to remove the entire board of trustees of CommonWealth REIT (the "Removal Proposal"), and (2) elect five new trustees at a special meeting of shareholders that must be promptly called in the event that the Removal Proposal is successful. Investors and security holders are urged to read the preliminary solicitation statement in its entirety, and the definitive solicitation statement and other relevant documents when they become available, because they will contain important information regarding the solicitation. The preliminary and definitive 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 solicitation of CommonWealth REIT 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, David R. Johnson, James Corl, Edward Glickman, Peter Linneman, Jim Lozier and Kenneth Shea. 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 preliminary solicitation statement to be filed today with the SEC.
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.
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