Corvex Management DFAN14A Additional proxy materials by non-management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

COMMONWEALTH REIT

(Name of the Registrant as Specified In Its Charter)

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

KENNETH SHEA

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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A Case Study In ‘Worst-In-Class’

Corporate Governance:

The Portnoys’

Red Tape Bylaws

February 6, 2014

Table of Contents

Part I:  Introduction To The

Red Tape Bylaws And Lessons Learned

Part

II:

The

Red

Tape

Bylaws

In

Action

–

Illustrative

Examples

Part III: Appendices

A.  Corvex’s April 12, 2013 Record Date Request

B.  The

Portnoys’

June

4,

2013

“Deficiencies”

Chart

2

I. Introduction To The

Red Tape Bylaws And Lessons

Learned

3

An Introduction To The Red Tape Bylaws

The Portnoys’

Defense Against Shareholder Action

4

•

Given the hefty fees that the Portnoys are extracting every year from CommonWealth, 

it is not surprising that the Portnoys have created a governance structure aimed at

preserving their control over CommonWealth

•

One of the tools the Portnoys used to silence shareholders is a series of bylaw

requirements – referred to as the Red Tape Bylaws– that impose burdensome

information requirements on any shareholder who wants to either initiate an action by

written consent or make trustee nominations and other proposals at an annual meeting

•

Even after Corvex and Related provided more than 700 pages of detailed information for

the ministerial task of requesting a record date on April 12, 2013, the Portnoys and their

beholden trustees proceeded to challenge our compliance with each and every

requirement of the Red Tape Bylaws

•

In fact, the Portnoys refused to even disclose all of their reasons for challenging the

record date request under the Red Tape Bylaws until we asked the Arbitration Panel to

compel them to do so

•

Thereafter, the Portnoys provided to us and the Arbitration Panel on June 4, 2013, the

chart included here in Appendix B

Lessons From Our Experience With The Red Tape Bylaws

The Portnoys’

Strategy To Prevent Shareholder Action

•

The Portnoys, with the assistance of their beholden Trustees, used the Red Tape

Bylaws as a tool to impede shareholder action

•

The Portnoys made us litigate whether we had complied with even the most innocuous

Red Tape Bylaws (e.g., whether we had submitted our request by registered mail,

return

receipt

requested

–

which,

we

did,

in

addition

to

delivering

via

email,

hand

delivery and Federal Express)

–

Many of these same

requirements remain in place even after the Trustees

amended the Bylaws on December 22, 2013 as part of a series of superficial and

reversible “check the box”

governance alterations

•

Further, CommonWealth took the position that no record date would be set until all of

the

Red

Tape

Bylaws

disputes

were

fully

litigated

–

a

process

that

the

Portnoys

hoped

would take no less than 18 months

5

The Portnoys’

actions speak louder than their promises ever will

The

Portnoys

use

absurd

interpretations

of

seemingly

innocuous

language

to

create nearly insurmountable barriers to shareholder action

Lessons From Our Experience With The Red Tape Bylaws

Not The First Time The Portnoys Deployed This Tactic

•

For example, in 2008, Locksmith Capital Management sought to allow shareholders to

elect two independent nominees to the Board of TravelCenters of America, an RMR-

managed public company, and vote to de-classify the Board.

•

Locksmith noted at the time: “Instead of allowing shareholders an opportunity to vote

for our nominees and shareholder proposals, [Barry Portnoy’s Board] invoked

meaningless technicalities in order to create a Soviet style election and entrench the

current

Board

of

Directors.

This

Board

has

no

shame.”

(1)

•

Locksmith also noted at that time: “We continue to be amazed that Barry Portnoy [and

other then-directors of TravelCenters of America] have spent a significant amount of

shareholder

money

in

order

to

disenfranchise

its

shareholders”

(1)

6

(1)

Definitive Additional Solicitation Materials on Schedule 14A Filed on April 24, 2008 by Locksmith Capital Management LLC

Our experience with the Red Tape Bylaws and ensuing protracted litigation is

not the first time the Portnoys have deployed this entrenchment tactic on the

shareholders of an RMR-managed entity, and we firmly believe it will not be the

last time

The Portnoys have a track record of trampling on shareholder rights in situations

even outside of CommonWealth

Lessons From Our Experience With The Red Tape Bylaws

The Silent Bylaw

•

Barry

Portnoy

is

ready

to

spend

tens

of

millions

of

dollars

of

shareholders’

money

to

press litigation of even the most outrageous and frivolous propositions, as long he

thereby delays and frustrates shareholder action

•

Even after thousands of pages of exhibits and over a week of live testimony, Barry

Portnoy refused to concede to the Arbitration Panel at the hearing that he had all of the

information required by the Red Tape Bylaws to set a record date

7

As long as the Portnoys and their beholden Trustees control CommonWealth, no

amount of window dressing will cleanse CommonWealth of the Silent Bylaw

Our

experience

with

the

Portnoys

over

the

past

year

has

revealed

to

us

the

Silent

Bylaw:

Shareholders

must

be

willing

to

spend

tens

of

millions

of

dollars

litigating

with

the

Portnoys

and

RMR

in

order

to

exercise

their

charter-granted

rights

Lessons From Our Experience With The Red Tape Bylaws

A Pattern Of Behavior

•

The Portnoys’

hoped we would give up rather than litigate, just as Locksmith Capital

was forced to do in 2008

•

In

the

same

vein,

the

Portnoys

intend

to

never

allow

shareholders

the

ability

to

choose who manages CWH, in our view, regardless of the seemingly

straightforward nature of their promises

•

If the Portnoys are willing to litigate for 18 months utilizing shareholder funds to

prevent a vote from taking place, imagine how easy it will be for them to simply opt

back into Section 3-803 of MUTA to re-classify the board (assuming the Board gets

de-classified) or again amend the Red Tape Bylaws when a shareholder disagrees

with them

8

We believe the examples in the following section clearly prove that the

Portnoys never

intended to grant us a record date, instead using the ministerial

requirements of a record date request to block shareholder action

The

Portnoys’

intentions

are

revealed

in

their

actions,

not

in

their

promises

or

what is written in their governing documents

II. The Red Tape Bylaws In Action –

Illustrative Examples

9

Examples Of The Portnoys’

Application Of The Red Tape Bylaws

The Portnoy Game Of Gotcha To Prevent Shareholder Action

•

The pages that follow illustrate some of the ways in which the Portnoys

challenged our compliance with the Red Tape Bylaws

•

We also invite you to review our Record Date Request (Appendix A) and the full

chart submitted by the Portnoys and their beholden Trustees

(Appendix B)

•

We believe that a review of these materials clearly demonstrates

that the

Portnoys never intended to grant us a record date

•

It is clear to us that the Portnoys were simply looking for every available excuse

to force us into a protracted litigation with the hope that we would give up in the

process

10

Nothing stops the Portnoys from utilizing this tactic again in the future

11

The Portnoy Game Of Gotcha

The Portnoys Claimed We Did Not Send By Registered Mail, Return Receipt Requested

Reality: The evidence proves that it was (in addition to being delivered via email, hand

delivery and Federal Express):

12

Arbitration Panel ruling: 3%/three-year holding

requirement to request a record date held

invalid as a matter of law

CMF LP has not held 3% of CWH’s shares for 3 years.

Reality

Arbitration Panel ruling: Request that all shares must

be held in certificated form to request a record date

invalid as a matter of law

…CMF LP did not provide a copy of a certificate for all

shares of beneficial interest owned by such shareholder.

Reality

* See pages 23 and 24 in Appendix B

*

The Portnoy Game Of Gotcha

All Corvex/Related trades in CWH are publicly filed in our Schedule

13Ds, which were attached to our Record Date Request

13

* * *

Reality

* See pages 26, 27 and 28 in Appendix B

*

The Portnoy Game Of Gotcha

The Portnoys Claimed We Did Not Disclose Details Of Our Share Holdings

BYLAW REQUIREMENTS

DEFICIENCIES

[Notice must set forth: separately as to each shareholder

giving the notice and any Shareholder Associated Person:]

* * *

*  *  *

14

Page 1 of

Corvex Record

Date Request

Reality

*  *  *

The Portnoy Game Of Gotcha

The Portnoys Claimed We Did Not Disclose Derivative Transactions

BYLAW REQUIREMENTS

DEFICIENCIES

[Notice must set forth: separately as to each shareholder

giving the notice and any Shareholder Associated Person:]

15

Page 1 of

Annex D to

Corvex Record

Date Request

Reality

Arbitration Panel did not require Corvex/Related to disclose confidential offering memoranda

Reality

[Notice must set forth: separately as to each

shareholder giving the notice and any Shareholder

Associated Person:]

Page 1 of

Corvex Record

Date Request

Reality

The Portnoy Game Of Gotcha

The Portnoys Claimed We Did Not Disclose Our Investment Strategy

[Corvex]

BYLAW REQUIREMENTS

DEFICIENCIES

Appendix A: Corvex’s Record Date Request

(1)

(1)

Appendix includes cover letter from Corvex Master Fund LP and Annex D (certain information regarding Corvex Master Fund LP, RRERF

Acquisition,

LLC

and

David

R.

Johnson).

Record

Date

Request

also

attached

a

stock

certificate

demonstrating

record

ownership

of

2,500

common shares of beneficial interest; our Definitive Consent Statement and Supplement No. 1; our original Schedule 13D and the

amendments that had been filed thereto; a record date request letter from David R. Johnson; and a record date request letter from Cede

& Co. on behalf of Corvex Master Fund LP.

16

Corvex Master Fund LP

712 Fifth Avenue, 23rd Floor

New York, New York 10019

April 11, 2013

CommonWealth REIT

Two Newton Place

255 Washington Street

Newton, MA 02458-1634

Attention: Secretary

RE: Request for a Record Date

Ladies and Gentlemen:

On the date hereof, Corvex Master Fund LP, a Cayman Islands limited partnership (“Corvex”), beneficially owns 5,437,750 common shares of

beneficial interest, par value $0.01 per share (“Shares”) of CommonWealth REIT, a Maryland real estate investment trust (the “Company”). A copy of a

stock certificate evidencing Corvex’s ownership of record of 2,500 Shares is set forth in Annex A hereto. Corvex is submitting this notice (together with

the Annexes hereto, this “Notice”) pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws’). Corvex’s address is 712 Fifth Avenue, 23rd

Floor, New York, New York 10019.

Appendix A: Corvex’s Record Date Request

17

Corvex hereby requests a record date to determine the shareholders entitled to act by written consent to remove without cause Barry M. Portnoy,

Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, and Frederick N. Zeytoonjian as trustees of the Company and any other person or persons elected

or appointed to the Board of Trustees of the Company (the “Board”) prior to the effective time of such removal (the “Removal Proposal”). Corvex is

requesting such a record date because it believes that the Shares are currently undervalued and removing the Board would help unlock shareholder

value, which would in turn benefit all shareholders. Except as set forth in this Notice, (i) there are no agreements, arrangements or understandings

between Corvex and any Shareholder Associated Person (as defined in the Bylaws) amongst themselves or with any other person or persons (including

their names) in connection with the proposal of such business by Corvex; (ii) Corvex’s engages in value-based investing across the capital structure in

situations with identifiable catalysts and follows an opportunistic approach to investing with a specific focus on equity investments, special situations

and distressed securities largely in North America; (iii) Corvex and any Shareholder Associated Person have made no purchases or sales of the Shares in

the last 36 months; (iv) Corvex and any Shareholder Associated Person have made no Derivative Transactions (as defined in the Bylaws) in the last 36

months; (v) Corvex and any Shareholder Associated Person have no proportionate interest in Shares or instrument or arrangement of the type

Appendix A: Corvex’s Record Date Request

18

contemplated by the term Derivative Transaction held, directly or indirectly, by a general or limited partnership in which Corvex or any

Shareholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and (vi) Corvex

and any Shareholder Associated Person, have no rights to dividends on the Shares owned beneficially by Corvex or any Shareholder Associated

Person that are separated or separable from the underlying Shares. Corvex believes that other shareholders will support the Removal Proposal,

but it is not in a position to make any representation regarding the subject. Additionally, except as set forth in this Notice and/or may result from

the ownership of Shares, Corvex and any Shareholder Associated Person (i) have no material interest in the proposal specified in this Notice and

(ii) do not anticipate any benefit in connection with such business. The investment advisor to Corvex is entitled to a performance related fee

based upon the overall increase in asset value of Corvex’s assets, of which any profit and loss on the Shares would be a component. Corvex

intends to submit a written consent in connection with the proposal specified in this Notice.

          Information concerning Corvex and any Shareholder Associated Person as may purport to be required by the Bylaws, including all

information regarding Corvex’s Share ownership, that is not otherwise included herein, is set forth in (i) the Definitive Consent Solicitation

Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) by Corvex Management LP, Related Fund

Management, LLC, et. al., attached hereto as Annex B, (ii) the Schedule 13D and the amendments thereto filed with the SEC by Corvex

Management LP, Related Fund Management, LLC, et. al., attached hereto as Annex C, (iii) the information regarding, among other things,

transactions in Shares, attached hereto as Annex D, (iv) the record date request letter submitted by David R. Johnson, attached hereto as Annex

E and (v) the record date request letter submitted by Cede & Co., attached hereto as Annex F. Except as set forth in this Notice including the

annexes hereto, the information that purports to be required to be provided in connection herewith pursuant to the Bylaws is “not applicable”

or “none,” as appropriate. The undersigned will, upon request, provide any additional information that may be reasonably requested to the

extent germane for the purpose of fixing a record date to determine shareholders entitled to act by written consent with respect to the Removal

Proposal.

         Corvex believes that this notice fully complies with the applicable provisions of the Bylaws, the Company’s Declaration of Trust and

Maryland law. Any claim that this notice is in any way defective or deficient, and all further correspondence on this matter should be addressed

to Eduardo Gallardo at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166, telephone: (212) 351-3847, email:

egallardo@gibsondunn.com, so that there is adequate opportunity to address such claim in a timely fashion. The giving of this Notice is not an

admission that the procedures set forth in the Bylaws are legal, valid or binding, and Corvex is currently challenging certain Bylaws in the Circuit

Court for Baltimore City and reserves all rights to challenge the validity of other Bylaws and reserves all rights to assert a claim for any damages

or costs Corvex may sustain or incur, including attorneys’ fees, in connection with disputes over the validity of this Notice or the Bylaws.

[Signature Page Follows]

ANNEX D

CERTAIN INFORMATION

Corvex Master Fund LP

Corvex Entity

Number of Shares Held

Corvex Master Fund LP

2,748,861

(held through Goldman, Sachs &Co.)

Corvex Master Fund LP

2,686,389

(held through J.P. Morgan Clearing Corp)

Corvex Master Fund LP

2,500

(held of record)

RRERF Acquisition, LLC

Appendix A: Corvex’s Record Date Request

19

Corvex Master Fund LP (“Corvex”) may be deemed to beneficially own 10,855,145.8571 common shares of beneficial interest, par value $0.01 per

share (the “Shares”) of CommonWealth REIT, a Maryland real estate investment trust (the “Company”). This includes (i) 5,437,750 common shares of

beneficial interest of the Company held by certain entities affiliated with Related Fund Management, LLC (the “Related Shares”) and (ii) 9,645.8571 Shares

held in the aggregate by David R. Johnson (the “Additional Shares”) which may be deemed to be beneficially owned by Corvex pursuant to applicable

securities laws. Corvex disclaims beneficial ownership with respect to the Related Shares and the Additional Shares. Corvex’s address as set forth in the

share ledger of the Company is 712 5TH AVE 23RD FLR NEW YORK NY 10019. The information below sets forth Corvex Master Fund LP’s holdings of Shares

of the Company.

RRERF Acquisition, LLC (“RRERF”) may be deemed to beneficially own 10,855,145.8571 Shares of the Company. This includes (i) 5,437,750

common shares of beneficial interest of the Company held by certain entities affiliated with Corvex Management LP and Keith Meister (the “Corvex

Shares”) and (ii) 9,645.8571 Shares held in the aggregate by David R. Johnson (the “Additional Shares”) which may be deemed to be beneficially

owned by RRERF pursuant to applicable securities laws. RRERF disclaims beneficial ownership with respect to the Corvex Shares and the Additional

Shares. RRERF’s address as set forth in the share ledger of the Company is 60 COLUMBUS CIRCLE 18TH FL NEW YORK NY 10023-5802. RRERF is a

wholly owned subsidiary of Related Real Estate Recovery Fund, L.P. (“Related”). The general partner of Related is entitled to a carried interest based

on the return on invested capital across its entire portfolio (including, but not limited to, the investment in the Company). RRERF and Related’s

principal investment objective generally is to invest in: (i) distressed loans originated for new construction, property conversion and renovation; (ii)

distressed loans secured by real estate assets that require significant repositioning, lease-up or improved management; (iii) portfolios of distressed

real estate loans secured by real estate assets held by failed or failing banking and other financial institutions; (iv) other interests in distressed real

estate assets if the general partner believes such assets could benefit from leveraging Related’s operating platform and a modified business plan;

and (v) securities issued by real

estate and other companies with the intent of controlling distressed real estate assets held by such companies. The information below sets forth RRERF’s

holdings of Shares of the Company.

Related Entity

Number of Shares Held

RRERF Acquisition, LLC

5,435,250

(held through Pershing LLC)

RRERF Acquisition, LLC

2,500

(direct registered shares)

David R. Johnson

Appendix A: Corvex’s Record Date Request

20

Mr. Johnson is engaged in the business of commercial and residential real estate sales and leasing. His primary business address is 206 Island View

Lane, Seneca, South Carolina 29672. On April 11, 2013 Mr. Johnson entered into a letter agreement (the “Support Agreement”) with Corvex Management

LP and Related. Pursuant to the Support Agreement, among other things, Mr. Johnson has agreed (i) to cooperate with Corvex and Related with respect to

their efforts to remove the entire board of trustees of the Company, (ii) to vote all of his Shares in favor of the proposal to remove the entire board of

trustees of the Company in connection with Corvex and Related’s solicitation of written consents, at any special meeting or otherwise, and (iii) to certain

transfer restrictions on his Shares. Corvex and Related have agreed to indemnify the Individual Shareholder for certain losses and claims related to Mr.

Johnson’s cooperation with Corvex and Related and to reimburse the Individual Shareholder for his expenses in connection therewith. The form of the

Support Agreement is attached hereto as Exhibit 1.

Except as set forth in this Notice, (i) during the past ten years, Mr. Johnson has not been convicted in a criminal proceeding (excluding traffic

violations or similar misdemeanors); (ii) Mr. Johnson does not directly or indirectly beneficially own any securities of the Company; (iii) Mr. Johnson does

not own any securities of the Company which are owned of record but not beneficially; (iv) Mr. Johnson has not purchased or sold any securities of the

Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by Mr. Johnson is

represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) Mr. Johnson is not, or within the past

year was not, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not

limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the

giving or withholding of proxies; (vii) no associate of Mr. Johnson owns beneficially, directly or indirectly, any securities of the Company; (viii) Mr. Johnson

does not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) neither Mr. Johnson nor any of his

associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any

currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the

amount involved exceeds $120,000; (x) neither Mr. Johnson nor any of his associates has any arrangement or understanding with any person with respect

to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or

may be a party; and

Appendix A: Corvex’s Record Date Request

21

(xi) Neither Mr. Johnson nor any of his associates has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to

be acted on as set forth in this Notice.

Except as set forth in this Notice, there are no material proceedings to which Mr. Johnson or any of his associates is a party adverse to the

Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to Mr. Johnson,

none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Securities Exchange Act of 1934, as amended, occurred during the

past ten years.

Mr. Johnson beneficially owns 9,645.8571 Shares (representing less than 1% of the Company’s outstanding Shares), which number includes

680.66 Shares which would be received upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Company’s 6 1/2% Series D Cumulative

Convertible Preferred Shares (calculated based upon at a conversion rate of 0.480775 common shares per series D preferred share). By virtue of

the Support Agreement, Mr. Johnson may be deemed to share with the Corvex entities and the Related entities voting power and dispositive

power with respect to the 9,645.8571 additional shares held by Mr. Johnson. Mr. Johnson owns Shares of the Company in several accounts

including: (i) Carolina Premier Property Inc. Profit Sharing Plan (“CPP/PSP”); (ii) The Johnson Family Trust (“D&S Trust”); (iii) David R. Johnson

IRA Contributory Account (“DJ IRA”); (iv) David R. Johnson SEP-IRA (“DJ SEP”); Brett B. Johnson and David R. Johnson as Joint Tenants (“BJDJ”); 

(v)  Sheree Lea Johnson Roth Contributory IRA (“Sheree Roth”); (vi) Carolina Premier Property Inc. (“CPP Corp”); and (vii) Sheree Lea Johnson IRA

Contributory Account (“Sheree IRA”). All of Mr.Johnson’s transactions in the Shares (including shares of HRPT Properties Trust) during the last

thirty-six months are listed below. Mr. Johnson has submitted a request through his broker, Charles Schwab & Co., Inc., to transfer 100 Shares to

record name and have a physical certificate delivered to him.

[Chart detailing each trade since April 2010 included in submission]

Appendix

B:

The

Portnoys’

June

4,

2013

“Deficiencies”

Chart

22

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

23

24

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

25

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

26

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

27

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

28

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

29

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

30

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

31

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

32

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

33

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

34

Appendix B: The Portnoys’

June 4, 2013 “Deficiencies”

Chart

Additional Information Regarding The Corvex/Related Solicitation

35

Corvex Management LP and Related Fund Management, LLC have filed

a definitive 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 definitive solicitation statement and other relevant documents because they

contain important information regarding the solicitation.

The definitive solicitation statement and all other relevant documents are available, free of

charge, on the SEC’s website at

www.sec.gov.