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CommonWealth REIT Announces Debt Tender Offer



  CommonWealth REIT Announces Debt Tender Offer

Business Wire

NEWTON, Mass. -- February 25, 2013

CommonWealth REIT (“CommonWealth”) (NYSE: CWH) today announced that it has
commenced a tender offer to purchase for cash up to $450,000,000 of the
outstanding principal amount of the respective debt securities listed in the
table below.

The tender offer consists of an offer (the “Offer”) which is being made upon
the terms and subject to the conditions set forth in an offer to purchase and
related letter of transmittal, dated February 25, 2013, to purchase up to
$450,000,000 aggregate principal amount of the 5.75% Senior Notes due February
15, 2014, 6.40% Senior Notes due February 15, 2015, 5.75% Senior Notes due
November 1, 2015 and 6.25% Senior Notes due August 15, 2016, all listed below
(“the Senior Notes”). CommonWealth refers investors to the tender offer
documents for the complete terms of the Offer.

                                                Principal          Reference       Bloomberg       Fixed         Acceptance       Early
Issuer^(1)       CUSIP           Title of       Amount             U.S.            Reference       Spread        Priority         Tender
                 Numbers         Security       Outstanding        Treasury        Page^(2)        (basis        Level^(3)        Premium^(4)
                                                (US$)              Security                        points)
                                 5.75%
HRPT                             Senior
Properties       40426WAQ4       Notes          $244,655,000       0.75% due       FIT3            + 50          1                $20
Trust                            due
                                 February
                                 15, 2014
                                                                   August
                                                                   15, 2013
                                 6.40%
HRPT                             Senior
Properties       40426WAP6       Notes          $186,000,000       0.25% due       FIT1            + 75          2                $20
Trust                            due
                                 February
                                 15, 2015
                                                                   January
                                                                   31, 2015
                                 5.75%
HRPT                             Senior
Properties       40426WAS0       Notes          $250,000,000       0.25% due       FIT1            + 125         3                $20
Trust                            due
                                 November
                                 1, 2015
                                                                   January
                                                                   31, 2015
                                 6.25%
HRPT                             Senior
Properties       40426WAR2       Notes          $400,000,000       0.375%          FIT1            + 160         4                $20
Trust                            due                               due
                                 August
                                 15, 2016
                                                                   February
                                                                   15, 2016
 

      ^(1)       At the time of the issuance of the Senior Notes, the issuer,
                 CommonWealth REIT, was then known as HRPT Properties Trust.
                 This is the Bloomberg Reference Page to be used to spot the
      ^(2)       Reference U.S. Treasury Security as of the price
                 determination date.
                 If any Senior Notes are purchased in the Offer, Senior Notes
                 tendered at or prior to the Early Tender Date (as defined
                 herein) will be accepted for purchase in priority to other
      ^(3)       Senior Notes tendered after the Early Tender Date even if
                 such Senior Notes tendered after the Early Tender Date have a
                 higher acceptance priority level than Senior Notes tendered
                 prior to the Early Tender Date.
                 Per $1,000 principal amount of Senior Notes accepted for
                 purchase. The Total Consideration (as defined herein) for
                 each of the $1,000 principal amount of Senior Notes validly
                 tendered and accepted for payment pursuant to the Offer will
                 be determined by the Dealer Managers (as defined herein) in
                 the manner described in the offer to purchase by reference to
                 a fixed spread specified for the Series over the reference
      ^(4)       yield based on the bid-side price of the Reference U.S.
                 Treasury Security specified in the table above on the price
                 determination date. Holders of Senior Notes that are validly
                 tendered and not validly withdrawn before the Early Tender
                 Date and accepted for purchase will receive the Total
                 Consideration, which includes an early tender premium of $20
                 per $1,000 principal amount of Senior Notes accepted for
                 purchase.
                  

The Offer is subject to an aggregate purchase limit of US$450,000,000 in
aggregate principal amount of Senior Notes (the “Maximum Tender Amount”). The
Offer will expire at midnight, New York City time, at the end of March 22,
2013, unless extended (such date and time, as the same may be extended, the
“Expiration Date”). Holders must validly tender and not validly withdraw their
Senior Notes at or prior to 5:00 p.m., New York City time, on March 8, 2013,
unless extended (such date and time, as the same may be extended, the “Early
Tender Date”) to be eligible to receive the Total Consideration (defined
below), which includes an early tender premium of $20 per $1,000 principal
amount of Senior Notes accepted for purchase (the “Early Tender Premium”).

Holders who validly tender their Senior Notes after the Early Tender Date will
be eligible to receive only an amount equal to the Total Consideration minus
the Early Tender Premium (the “Tender Offer Consideration”).

Senior Notes may be validly withdrawn at any time before 5:00 p.m., New York
City time, March 8, 2013, unless such date and time is extended by us, but not
thereafter.

The “Total Consideration” for each $1,000 principal amount of Senior Notes
validly tendered and accepted for payment pursuant to the Offer will be
determined in the manner described in the tender offer documents by reference
to a fixed spread specified for the series over the yield based on the
bid-side price of the Reference U.S. Treasury Security specified in the table
above, as calculated by Citigroup Global Markets Inc. and RBC Capital Markets,
LLC (the “Dealer Managers”), in accordance with standard market practice, at
2:00 p.m., New York City time, on March 11, 2013. Holders will also receive
accrued and unpaid interest thereon up to, but excluding, the date of payment
of the applicable consideration for such Senior Notes accepted for purchase in
the Offer.

The Offer is being made on terms, including at acceptance priority and
proration, and is subject to the satisfaction of certain conditions, including
a financing condition, as specified in the tender offer documents.

Information relating to the Offer

The tender offer documents for all of the Senior Notes are being distributed
to holders beginning today. Citigroup Global Markets Inc. and RBC Capital
Markets, LLC are the Dealer Managers for the Offer. Investors with questions
regarding the Offer may contact Citigroup Global Markets Inc. at (800)
558-3745 (toll-free) or (212) 723-6106 (collect) and RBC Capital Markets, LLC
at (877) 381-2099 (toll-free) or (212) 618-7822 (collect). Global Bondholder
Services Corp. is the tender agent and information agent for the Offer and can
be contacted at (212) 430-3774 or (866) 952-2200 (toll-free).

None of CommonWealth, the tender agent, the information agent, or the Dealer
Managers makes any recommendation as to whether holders of Senior Notes
referred to in this press release should tender their Senior Notes in the
Offer. This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the Senior
Notes. The full details of the Offer for the Senior Notes, including complete
instructions on how to tender Senior Notes, will be included in the offer to
purchase, the letter of transmittal and related materials. Holders are
strongly encouraged to read carefully the offer to purchase and letter of
transmittal and any other related materials, including materials filed with
the Securities and Exchange Commission and incorporated by reference therein,
because they will contain important information.

Holders may obtain a copy of the tender offer documents, free of charge, from
Global Bondholder Services Corp., the tender agent and information agent in
connection with the Offer, by calling toll-free at (866) 952-2200 (bankers and
brokers can call collect at (212) 430-3774). Holders are urged to carefully
read these materials prior to making any decisions with respect to the Offer.

                WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
THE SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
COMMONWEALTH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT
GUARANTEED. FOR EXAMPLE, ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFER FOR A
MAXIMUM OF $450,000,000 OF SENIOR NOTES, COMMONWEALTH MAY PURCHASE FEWER
SENIOR NOTES, TERMS OF THE OFFER MAY CHANGE OR THE OFFER MAY BE TERMINATED. IN
ADDITION, THE OFFER IS SUBJECT TO A FINANCING CONDITION THAT MAY NOT BE
COMPLETED. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING
STATEMENT.

 A Maryland Real Estate Trust with transferable shares of beneficial interest
 listed on the New York Stock Exchange. No shareholder, Trustee or officer is
          personally liable for any act or obligation of the Trust.

Contact:

CommonWealth REIT
Timothy A. Bonang, Vice President, Investor Relations
Carlynn Finn, Senior Manager, Investor Relations
617-796-8222
www.cwhreit.com
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