BALTIMORE-A Maryland Circuit Court judge has ordered an arbitration panel to hear the claims brought by Related Fund Management and Corvex Management LP against CommonWealth REIT. Related and Corvex, whose $2.9-billion offer to buy all outstanding shares of CWH common stock was turned down earlier this spring, had sought a consent solicitation for a vote to remove the Newton, MA-based REIT's board.
Circuit Court Judge Audrey J.S. Carrion on Wednesday denied Related and Corvex's motion to stay an arbitration hearing, according to court documents, which also required the two plaintiffs to pay court costs. “The plain fact is that Plaintiffs—two very sophisticated parties, both of which apparently investigated and analyzed CWH's bylaws prior to purchasing stock in CWH—had actual knowledge of the arbitration bylaws” and therefore assented to them through buying the stock, Carrion wrote. Related and Corvex, both based in New York City, own a total of 9.2% of CWH's common stock.
In a joint statement, Related and Corvex on Thursday expressed disappointment with the court's decision. However, according to the statement, “we are pleased that a sophisticated arbitration panel has already been formed to address our claims."
The statement notes that the panel consists of "experienced business lawyers, including a former Chancellor of the Delaware Court of Chancery. We and our lawyers remain highly confident that we will prevail on the substantive merits relating to our consent solicitation, including the invalidity of CommonWealth's various bylaw amendments that are intended to restrict shareholders' ability to act by written consent.”
For its part, CWH notes in a release that Related and Corvex may appeal Carrion's decision and that it may be subsequently overturned. Further, “arbitration results are uncertain and there can be no assurance that CWH will prevail,” according to the release.
CWH reported its first-quarter results the same day as Carrion issued her ruling. Normalized funds from operations for Q1 were $73.8 million, compared to $76 million the year prior. Net income for the quarter rose to $14.5 million, up from $9.9 million for the same quarter in 2012. Its portfolio was 90% leased as of March 31.
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Paul Bubny
Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.
