CommonWealth REIT To Proceed With Offering Despite Resistance

CommonWealth REIT To Proceed With Offering Despite Resistance

Office buildings operator CommonWealth REIT (NYSE:CWH)’s board has decided to go ahead with the offering of 27 million shares and debt repurchase, saying that the offering is in the best interests of the company.

Earlier, activist investors Corvex Management, a hedge fund run by Carl Icahn’s protege Keith Meister, and The Related Companies, headed by Jeff Blau, decided to file a lawsuit to block the stock offering by calling it “value destroying.” The activist investors had also proposed to acquire the Newton, Mass.-based real estate company outright.

CommonWealth REIT

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CommonWealth REIT (NYSE:CWH) owns over 500 office buildings across the United States. On Tuesday, the two investment firms disclosed a combined 9.8 percent stake in CommonWealth. Later Tuesday, they also proposed to pay $25 per share to acquire the company, valuing CommonWealth REIT (NYSE:CWH) at about $2.1 billion.

Meister warned that if the company’s board doesn’t enter into buyout discussions, he, along with The Related Companies, would move on to oust the CommonWealth REIT management and board.

The activist investors objected to the share offering, saying that CommonWealth REIT (NYSE:CWH) executives are inclined to raise funds because of a weird structure that pays those executives based on their assets under management.

Another large hedge fund, Christian Leone’s Luxor Capital Group has voiced support for Corvex and Related. The New York-based fund manager has also sent a letter to CommonWealth management, demanding cancellation of the “ill-advised offering.” Luxor Capital Group owns 8 percent stake in the company.

A draft copy of the lawsuit has been filed with the regulators. The suit is expected to be filed today in a Maryland state court. Law firm  Gibson, Dunn & Crutcher is representing the activist investors. In last few months, several investors and hedge funds have started using activist tactics to make corporate governance changes.

Corvex Management was started in 2010 and currently has about $3 billion in AUM. Corvex and Related said they wouldn’t have to think twice about financing the acquisition of CommonWealth. They said the deal would be financed with the money provided by the Corvex fund, a Related investment vehicle, and other investors (maybe Luxor) who have expressed interest in the purchase.

CommonWealth REIT (NYSE:CWH) shares dipped 6.15 percent to $22.90 at 11:21 EST in New York trading.

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