CommonWealth REIT Prices Offering of 30,000,000 Common Shares
NEWTON, Mass. -- February 27, 2013
CommonWealth REIT (NYSE: CWH) today announced that it priced a public offering
of 30,000,000 common shares at a price to the public of $19.00 per share. The
settlement of this offering is expected to occur on March 5, 2013. CWH expects
to use the net proceeds from this offering, cash on hand or borrowings from
its revolving credit facility to fund the purchase price of up to $450 million
of CWH’s senior notes due between 2014 and 2016 in a tender offer announced
February 25. If such tender offer is terminated for any reason, or if any net
proceeds remain after the tender offer, CWH intends to use such proceeds to
reduce amounts outstanding on its revolving credit facility and for general
business purposes. The underwriters have been granted a 30-day option to
purchase up to an additional 4,500,000 common shares.
The joint bookrunning managers for this offering are Citigroup, BofA Merrill
Lynch, UBS Investment Bank and Morgan Stanley. The joint lead managers are
Jefferies and RBC Capital Markets. The co-managers are BB&T Capital Markets,
Janney Montgomery Scott, JMP Securities, MLV & Co. and Oppenheimer & Co.
This press release is neither an offer to sell nor a solicitation of an offer
to buy CWH common shares, nor shall there be any sale of these securities in
any state or jurisdiction in which the offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. The prospectus supplement relating to this
offering and related prospectus are expected to be filed with the Securities
and Exchange Commission (SEC) and copies can be obtained by contacting the
offices of: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, telephone: (800) 831-9146; BofA Merrill Lynch,
Attn: Prospectus Department, 222 Broadway, New York, NY 10038; email
firstname.lastname@example.org; UBS Investment Bank, Attn: Prospectus
Department, 299 Park Avenue, New York, NY 10171, telephone: (888) 827-7275; or
Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014, telephone (866) 718-1649, email: email@example.com.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES
LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON CWH’S PRESENT BELIEFS
AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED. FOR
*THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE OFFERING OF COMMON
SHARES IS EXPECTED TO OCCUR ON MARCH 5, 2013. IN FACT, THE SETTLEMENT OF
THIS OFFERING IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE
CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE
CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES DO NOT OCCUR,
THIS OFFERING MAY NOT CLOSE. IN ADDITION, ON FEBRUARY 27, 2013, CORVEX
MANAGEMENT LP (“CORVEX”) AND RELATED FUND MANAGEMENT, LLC (“RELATED”)
FILED A COMPLAINT IN THE CIRCUIT COURT OF BALTIMORE CITY, MARYLAND SEEKING
TO ENJOIN CWH AND ITS BOARD OF TRUSTEES FROM IMPLEMENTING THE OFFERING AND
RESCINDING THE OFFERING SHOULD IT BE COMPLETED. THERE CAN BE NO ASSURANCE
THAT THE COMMON SHARE OFFERING WILL BE CONSUMMATED, THAT IT WILL NOT BE
DELAYED OR THAT THE TERMS WILL NOT CHANGE.
*THIS PRESS RELEASE REFERS TO AN OFFER FOR UP TO $450 MILLION OF SENIOR
NOTES. CWH MAY PURCHASE FEWER SENIOR NOTES, TERMS OF THE OFFER MAY CHANGE
OR THE OFFER MAY BE TERMINATED.
*THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN
OPTION TO PURCHASE UP TO AN ADDITIONAL 4,500,000 COMMON SHARES. AN
IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN
WHOLE OR IN PART. IN FACT, CWH DOES NOT KNOW WHETHER THE UNDERWRITERS WILL
EXERCISE THIS OPTION, OR ANY PART OF IT.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS.
A Maryland Real Estate Investment 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.
Timothy A. Bonang, 617-796-8222
Vice President, Investor Relations
Carlynn Finn, 617-796-8222
Senior Manager, Investor Relations
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