Corvex and Related File Lawsuit Against CommonWealth REIT (CWH) to Enjoin Proposed Equity Offering

Filing Follows Unanswered Calls to Cancel Dilutive Equity Offering and Meet with Corvex and Related on Plan to Restore Shareholder Value

Feb 27, 2013, 11:45 ET from Related Fund Management, LLC

NEW YORK, Feb. 27, 2013 /PRNewswire/ -- Corvex Management, LP and Related Fund Management, LLC, today filed a Complaint for Injunctive and Declaratory Relief and Rescission in Maryland state court against CommonWealth REIT (CWH), its Board of Trustees, including Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin and Frederick N. Zeytoonjian and its external manager REIT Management & Research LLC ("RMR").  Corvex Management, LP and Related Fund Management, LLC, through separately managed investment funds collectively own approximately 9.8% of the outstanding common shares of CommonWealth REIT.

The Complaint alleges, among other things, that CommonWealth's Trustees, aided and abetted by RMR, have breached their fiduciary duties to CommonWealth's shareholders. It also details CWH's deteriorating financial condition, defendants' institutionalized disregard for shareholders' interest and corporate governance best practices and their latest self-interested maneuver – a dilutive equity offering.

Corvex and Related have repeatedly expressed their vehement opposition to the Company's previously announced equity offering, asked to sit down with the Board to discuss their detailed plan for value maximization for CWH, and, in the alternative, proposed to acquire all of  the outstanding shares of CWH at a price of $25.00 per share, with the opportunity to meaningfully increase this offer after completing confirmatory due diligence. Corvex and Related have also made clear that the $25.00 per share acquisition price may be reduced if CommonWealth proceeds with the ill-advised equity offering. CWH has refused to meet with Corvex and Related, a further example of their disregard for their fiduciary duty, and instead continue to pursue their shareholder value-destroying conduct.

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

SOURCE Related Fund Management, LLC