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CommonWealth REIT Pfd Conv Shs Message Board

  • fishinanddreaming fishinanddreaming Jan 9, 2014 1:14 AM Flag

    Redemption at $25

    If Corvex buys CWH, does it trigger the mandatory redemption of our preferred ?
    If I'm not mistaken, the company is obligated to pay us $25/share (plus the usual dividends).
    Am I missing something ?

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    • My understanding is that a change in control would allow you to convert for a number of common shares roughly equal to the liquidation price. The company could opt to pay you in cash if they chose to. A change in control could happen either through a buyout or a removal of the board. The price suggests however that investors dont expect a change in control but perhaps a settlement.

      These two seem to be the relevant clauses for a possible change in control.

      any "person" or "group" (as those terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 as amended, or the Exchange Act) is or becomes the "beneficial owner" (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the total outstanding voting power of all classes of our shares of beneficial interest entitled to vote generally in the election of trustees, or the "voting share";

      OR:

      the following persons cease for any reason to constitute a majority of our board of trustees:


      individuals who on the first issue date of the Series D Preferred Shares constituted our board of trustees; and


      any new trustees whose election to our board of trustees or whose nomination for election by our shareholders was approved by at least a majority of our trustees then still in office either who were trustees on such first issue date of the Series D Preferred Shares or whose election or nomination for election was previously so approved; or

      • 1 Reply to sean_erickson2000
      • Thanks, Sean for the reference.
        I realize that if Corvex (and partners) make a successful bid and buy CWH (or even take it private) we would be entiteld to our $25, but my questions is: Under a "settlement" where Corvex et al get to have some of their new board members, and then the Portnoys add more "independent" members (we know they are their puppets, but legally, they are considered independent, thus new), if this adds up to more than 1/2 of the board, would we be entitled to our $25 ?
        What do you think ?

        By the way, $25 cash or common shares worth $25 doesn't make much difference. The preferred outstanding is too small to lower the common price.