CommonWealth REIT (NYSE:CWH) today responded to recent actions by Related Fund Management, LLC and Corvex Management LP’s (together, “Related/Corvex”) in their effort to take control of CWH.
Within the last week, Related/Corvex have published their business plan for CWH. In summary, the Related/Corvex business plan appears to be to operate CWH like a real estate opportunity fund, including: (1) selling CWH’s best performing, stabilized assets, (2) increasing leverage, (3) investing in CWH’s most challenged assets, and (4) buying back CWH common shares. This business plan will not produce consistent and growing cash flow. Rather, it will put at risk CWH’s common share dividend and CWH’s investment grade debt ratings, and it is not a business plan which creates shareholder value for a publicly owned REIT.
The Related/Corvex business plan for CWH is also not credible because of The Related Companies’ abysmal track record of operating publicly owned real estate companies. When The Related Companies have controlled publicly owned real estate companies in the past, The Related Companies have done well, but public shareholders have not. For example, when the principals of The Related Companies controlled American Mortgage Acceptance Company, or AMAC, and Centerline Holding Company (f/k/a Charter Municipal Mortgage Acceptance Co., or “CharterMac”), it ended very badly for shareholders with a bankruptcy and de-listing from the New York Stock Exchange (“NYSE”), respectively.
In a letter to the CWH Board, Related/Corvex recently acknowledged that their efforts to remove the entire CWH Board by written consent, and without cause, may result in harm to CWH and its shareholders, triggering debt defaults, rating agency downgrades, and violating NYSE and Securities and Exchange Commission (“SEC”) rules for public companies. Rather than accepting the invitation to Keith Meister of Corvex to join the CWH Board and working constructively for the benefit of all CWH shareholders, Related/Corvex have proposed that the Board either (1) disenfranchise other shareholders or (2) ignore the mandate of shareholders. The CWH Board rejected both of these proposals because they will deprive shareholders of their rights under CWH’s Declaration of Trust and violate rules established by the Arbitration Panel. The letter to Related/Corvex from the CWH Board rejecting their proposals dated February 3, 2014 and the letter to the CWH Board from Related/Corvex dated January 21, 2014 are both attached to this press release below.