SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

CommonWealth REIT

(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.01 per share

(Title of Class of Securities)

203233101

(CUSIP Number)

Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, New York 10019

(212) 474-6700

Richard O’Toole

Related Fund Management, LLC

60 Columbus Circle

New York, New York 10023

(212) 421-5333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 13, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 203233101

 

1		Names of reporting persons   CORVEX MANAGEMENT LP
2		Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3		SEC use only
4		Source of funds (see instructions)       AF
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       10,165,500*
				9		Sole dispositive power       0
				10		Shared dispositive power       10,165,500*
11		Aggregate amount beneficially owned by each reporting person       10,165,500*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13		Percent of class represented by amount in Row (11)       8.6%**
14		Type of reporting person (see instructions)       PN; IA

 

*	Includes 5,082,750 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D) (the “Related Shares”). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares.

**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

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CUSIP No. 203233101

 

1		Names of reporting persons   KEITH MEISTER
2		Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3		SEC use only
4		Source of funds (see instructions)       AF
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6		Citizenship or place of organization       UNITED STATES
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       10,165,500*
				9		Sole dispositive power       0
				10		Shared dispositive power       10,165,500*
11		Aggregate amount beneficially owned by each reporting person       10,165,500*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13		Percent of class represented by amount in Row (11)       8.6%**
14		Type of reporting person (see instructions)       IN

 

*	Includes 5,082,750 common shares of beneficial interest of the Issuer held by the Related Persons (as defined in this Schedule 13D). Each of the Corvex Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Related Shares.

**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

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CUSIP No. 203233101

 

1		Names of reporting persons   RELATED FUND MANAGEMENT, LLC
2		Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3		SEC use only
4		Source of funds (see instructions)       AF
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       10,165,500*
				9		Sole dispositive power       0
				10		Shared dispositive power       10,165,500*
11		Aggregate amount beneficially owned by each reporting person       10,165,500*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13		Percent of class represented by amount in Row (11)       8.6%**
14		Type of reporting person (see instructions)       IA

 

*	Includes 5,082,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D) (the “Corvex Shares”). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares.

**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

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CUSIP No. 203233101

 

1		Names of reporting persons   RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
2		Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3		SEC use only
4		Source of funds (see instructions)       AF
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       10,165,500*
				9		Sole dispositive power       0
				10		Shared dispositive power       10,165,500*
11		Aggregate amount beneficially owned by each reporting person       10,165,500*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13		Percent of class represented by amount in Row (11)       8.6%**
14		Type of reporting person (see instructions)       OO

 

*	Includes 5,082,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares.

**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

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CUSIP No. 203233101

 

1		Names of reporting persons   RELATED REAL ESTATE RECOVERY FUND GP, LP
2		Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3		SEC use only
4		Source of funds (see instructions)       AF
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       10,165,500*
				9		Sole dispositive power       0
				10		Shared dispositive power       10,165,500*
11		Aggregate amount beneficially owned by each reporting person       10,165,500*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13		Percent of class represented by amount in Row (11)       8.6%**
14		Type of reporting person (see instructions)       PN

 

*	Includes 5,082,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares.

**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

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CUSIP No. 203233101

 

1		Names of reporting persons   RELATED REAL ESTATE RECOVERY FUND, LP
2		Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3		SEC use only
4		Source of funds (see instructions)       WC
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       10,165,500*
				9		Sole dispositive power       0
				10		Shared dispositive power       10,165,500*
11		Aggregate amount beneficially owned by each reporting person       10,165,500*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13		Percent of class represented by amount in Row (11)       8.6%**
14		Type of reporting person (see instructions)       PN

 

*	Includes 5,082,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares.

**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

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CUSIP No. 203233101

 

1		Names of reporting persons   RRERF ACQUISITION, LLC
2		Check the appropriate box if a member of a group (see instructions) a.  ¨        b.  ¨
3		SEC use only
4		Source of funds (see instructions)       AF
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6		Citizenship or place of organization       DELAWARE
Number of shares beneficially owned by each reporting person with				7		Sole voting power       0
				8		Shared voting power       10,165,500*
				9		Sole dispositive power       0
				10		Shared dispositive power       10,165,500*
11		Aggregate amount beneficially owned by each reporting person       10,165,500*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13		Percent of class represented by amount in Row (11)       8.6%**
14		Type of reporting person (see instructions)       OO

*	Includes 5,082,750 common shares of beneficial interest of the Issuer held by the Corvex Persons (as defined in this Schedule 13D). Each of the Related Persons (as defined in this Schedule 13D) disclaims beneficial ownership with respect to the Corvex Shares.

**

The percentages set forth above and in the rest of this Schedule 13D are calculated based upon an aggregate of 118,304,068 Shares of beneficial interest outstanding as of March 5, 2013 (which number is calculated based upon information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 25, 2013, and the Current Report on Form 8-K filed on March 5, 2013 (which announced the completion of a proposed equity offering by the Company)).

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This Amendment No. 5 to the Schedule 13D (this “Amendment No. 5”) relates to the common shares of beneficial interest, par value $0.01 per share (the “Shares”), of CommonWealth REIT, a Maryland real investment trust (the “Issuer” or “CommonWealth”) and amends the Schedule 13D filed on February 26, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on February 27, 2013, Amendment No. 2 thereto, filed with the SEC on March 4, 2013, Amendment No. 3 thereto, filed with the SEC on March 4, 2013, and Amendment No. 4 thereto, filed with the SEC on March 11, 2013 (the “Original Schedule 13D” and, together with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 5 is being filed by (i) Corvex Management LP, a Delaware limited partnership (“Corvex”), and Keith Meister and (ii) Related Fund Management, LLC, a Delaware limited liability company (“Related”), Related Real Estate Recovery Fund GP-A, LLC, a Delaware limited liability company, Related Real Estate Recovery Fund GP, L.P., a Delaware limited partnership, Related Real Estate Recovery Fund, L.P., a Delaware limited partnership, and RRERF Acquisition, LLC, a Delaware limited liability company.

This Amendment No. 5 is being filed to amend Item 3, Item 4, Item 5 and Item 7 of the Schedule 13D as follows:

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Item 3

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and restated to read as follows:

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 10,165,500 Shares. The aggregate purchase price of such Shares was approximately $183.36 million (including commissions and premiums). The Shares were acquired with working capital of the Corvex Funds and Related Recovery Fund.

The Reporting Persons may effect purchases of Shares through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Shares.

The information set forth under Item 6 is incorporated in this Item 3 in its entirety.

 

Item 4

Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following:

On March 12, 2013, Corvex and Related sent a letter to the independent trustees of the Issuer reiterating their request to meet with the Issuer. Corvex and Related further requested that the independent trustees form a special committee and cease any plans to enter into any extraordinary transactions that could further erode shareholder value, including any related-party transactions.

On March 13, 2013, Corvex and Related issued a press release regarding their filing of a preliminary written consent solicitation statement with the SEC for shareholders to act by written consent to effect the removal of the entire board of trustees of the Issuer. The press release is attached as Exhibit 13 and incorporated by reference in this Item 4 in its entirety.

 

Item 5

Interest in Securities of the Issuer

Paragraphs (a)-(c) of Item 5 of the Schedule 13D are amended and restated to read as follows:

(a)-(b) Each of the Corvex Persons may be deemed to be the beneficial owner of 10,165,500 Shares (representing approximately 8.6% of the Issuer’s outstanding Shares), which include: (i) 5,082,750 Shares held on behalf of the Corvex Funds (the “Corvex Shares”) and (ii) 5,082,750 Shares held on behalf of RRERF (the “Related Shares”). By virtue of his position as a control person of the general partner of Corvex, Mr. Meister and Corvex may be deemed to share voting power and dispositive power with respect to the Corvex Shares. In addition, by virtue of the Agreement, the Corvex Persons may be deemed to share with the Related Persons voting power and dispositive power with respect to the Related Shares. Each of the Corvex Persons disclaims beneficial ownership with respect to the Related Shares.

Each of the Related Persons may be deemed to be the beneficial owner of 10,165,500 Shares (representing approximately 8.6% of the Issuer’s outstanding Shares), which include: (i) the Related Shares and (ii) the Corvex Shares. By virtue of their relationship, as described in Item 2, the Related Persons may be deemed to share voting power and dispositive power with respect to the Related Shares. In addition, by virtue of the Agreement, the Related Persons may be deemed to share with the Corvex Persons voting power and dispositive power with respect to the Corvex Shares. Each of the Related Persons disclaims beneficial ownership with respect to the Corvex Shares.

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D.

(c) Except as set forth on Exhibit 5 to this Schedule 13D, there have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any of the Reporting Persons or, to their knowledge, any other person or entity referred to in Item 2 of this Schedule 13D.

 

Item 7

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

 

Exhibit 5		Transactions in the Shares (amended and restated)
Exhibit 13		Press Release dated March 13, 2013

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: March 13, 2013				CORVEX MANAGEMENT LP
				By:		/s/ Keith Meister
						Keith Meister
						Managing Partner
Date: March 13, 2013				KEITH MEISTER
				By:		/s/ Keith Meister
Date: March 13, 2013				RELATED FUND MANAGEMENT, LLC
				By:		/s/ Richard O’Toole
						Richard O’Toole
						Vice President
Date: March 13, 2013				RELATED REAL ESTATE RECOVERY FUND GP-A, LLC
				By:		/s/ Richard O’Toole
						Richard O’Toole
						Vice President
Date: March 13, 2013				RELATED REAL ESTATE RECOVERY FUND GP, L.P.
				By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
				By:		/s/ Richard O’Toole
						Richard O’Toole
						Vice President

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Date: March 13, 2013				RELATED REAL ESTATE RECOVERY FUND, L.P.
				By: Related Real Estate Recovery Fund GP, L.P., its general partner
				By: Related Real Estate Recovery Fund GP-A, LLC, its general partner
				By:		/s/ Richard O’Toole
						Richard O’Toole
						Vice President
Date: March 13, 2013				RRERF ACQUISITION, LLC
				By:		/s/ Richard O’Toole
						Richard O’Toole
						Vice President