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| February 21, 2014 |
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Office of Mergers and Acquisitions
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-0308
Attention: David L. Orlic, Special Counsel
RE: | CommonWealth REIT | |
| File No. 001-09317 |
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Dear Mr. Orlic:
On behalf of CommonWealth REIT (the “Company”), please find below the response of the Company to the comment of the staff (the “Staff”) of the United States Securities and Exchange Commission contained in your letter dated February 19, 2014, in connection with the above-captioned definitive additional soliciting materials (the “Presentation”) of the Company. For the convenience of the Staff, we have also sent to you a paper copy of this letter.
Your numbered comment with respect to the Presentation, as set forth in your letter dated February 19, 2014, has been reproduced below in italicized text. The Company’s response thereto is set forth immediately following the reproduced comment.
A successful consent solicitation to remove the entire CWH board…., page 40
1. We note your statement that the SEC might bring sanctions or an enforcement action against the company if the Related/Corvex consent solicitation is successful. In future filings, please refrain from making statements as to the possible reaction of the SEC to a successful solicitation by Related/Corvex. Furthermore, whenever referring to the possible reaction of the NYSE to a successful solicitation by Related/Corvex, please balance any statements regarding delisting
United States Securities and Exchange Commission
February 21, 2014
procedures with a full and fair representation of the possible timeline for any such procedure, and contrast that with the timeline for electing a new board of trustees.
Company Response: The Company will be mindful of the Staff’s comment in future filings.
If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact the undersigned at (617) 573-4859.
| Very truly yours, |
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| /s/ Margaret R. Cohen |
| Margaret R. Cohen |
cc: Michele Anderson
Securities and Exchange Commission
Adam D. Portnoy
CommonWealth REIT
Brian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
Richard J. Grossman
Skadden, Arps, Slate, Meagher & Flom LLP