UPDATE 1-Corvex, Related seek to remove CommonWealth REIT's board

Wed Mar 13, 2013 4:08pm EDT

March 13 (Reuters) - CommonWealth REIT's top shareholder said it filed a preliminary consent solicitation statement with the U.S. Securities and Exchange Commission to remove the office building operator's entire board of trustees.

Corvex Management LP, along with another shareholder Related Fund Management LLC, has been seeking changes at CommonWealth since late February when CommonWealth announced a stock offering.

Corvex, run by Carl Icahn associate Keith Meister, and Related Fund Management, the investment arm of real estate major Related Cos, together own about 8.6 percent of CommonWealth.

They offered to buy the REIT for $2.26 billion or more if it did not go ahead with the stock offering, which they said was value destroying.

After CommonWealth went ahead with the offering, the investors sued the company.

CommonWealth in a statement on Wednesday asked its shareholders to not take any action regarding the consent solicitation statement, saying Corvex and Related have not proposed any replacement trustees.

Corvex and Related said in a statement on Wednesday they have hired Deutsche Bank Securities as their financial adviser for their investment in CommonWealth.

Deutsche Bank is ready to arrange third-party debt financing to replace CommonWealth's existing term-loan and revolving credit agreement, the investors said.

CommonWealth's charter allows shareholders of two-thirds of the outstanding shares to remove trustees without cause by written consent. Luxor Capital, which owns about 6 percent of the REIT, has come out in support of the activist investors.

CommonWealth shares closed at $22.00 on the New York Stock Exchange on Wednesday.