CommonWealth REIT Announces the Filing of a Registration Statement for
Possible Sale of Select Income REIT Common Shares
Continues Business Plan of Simplifying Portfolio, Selling Non-Core Assets and
Positioning Portfolio Toward High Quality Office Buildings
NEWTON, Mass. -- March 25, 2013
CommonWealth REIT (NYSE: CWH) today announced that, at its request, Select
Income REIT (NYSE: SIR) has filed with the Securities and Exchange Commission,
or SEC, a registration statement to permit CWH’s public offering of some or
all of the common shares of SIR owned by CWH. No decision has been made by CWH
to sell any of the SIR common shares owned by CWH at this time. After the
registration statement is declared effective by the SEC, and subject to market
conditions, CWH may determine to sell all, some or none of the 22,000,000 SIR
common shares it owns.
The Board of Trustees and management of CWH continue to be focused on
executing CWH’s business plan, which includes (1) simplifying its investment
portfolio, (2) selling non-core assets and (3) repositioning its investment
portfolio toward central business district, or CBD, office buildings. If CWH
determines to sell some or all of the SIR common shares that it owns, CWH’s
current plan is to initially use the net proceeds to repay debt and eventually
recycle the net proceeds into new investments in CBD office buildings.
SIR previously was a 100% owned subsidiary of CWH. In March 2012, SIR
completed its initial public offering and became a separately listed public
company. Today, SIR has a total of approximately 39.3 million common shares
outstanding, of which 22,000,000 common shares (or approximately 56%) are
owned by CWH.
The book running manager listed for the possible offering of SIR common shares
owned by CWH is BofA Merrill Lynch.
A registration statement relating to these securities has been filed with the
SEC but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement is
declared effective. This press release shall not constitute an offer to sell
nor a solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
No public distribution of the preliminary prospectus, which is part of the
registration statement referenced above, is being made at this time. However,
copies of the preliminary prospectus, when available, may be obtained from the
SEC at its website: www.sec.gov, or by contacting BofA Merrill Lynch, 222
Broadway, New York, NY 10038, Attn: Prospectus Department, email:
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS 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 FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR
AND MAY NOT OCCUR FOR VARIOUS REASONS, SOME OF WHICH ARE BEYOND CWH’S CONTROL.
*THIS PRESS RELEASE STATES THAT SIR HAS FILED A REGISTRATION STATEMENT WITH
THE SEC IN CONNECTION WITH THE POSSIBLE PUBLIC OFFERING OF UP TO
22,000,000 SIR COMMON SHARES OWNED BY CWH. AN IMPLICATION OF THIS
STATEMENT MAY BE THAT CWH WILL SELL ITS 22,000,000 COMMON SHARES OF SIR.
HOWEVER, THE REGISTRATION STATEMENT MAY BE WITHDRAWN OR OTHERWISE NOT BE
DECLARED EFFECTIVE AND NO SALE MAY OCCUR. FURTHER, AS NOTED IN THIS PRESS
RELEASE, NO DECISION HAS BEEN MADE BY CWH TO SELL ANY OF ITS SIR COMMON
SHARES. CWH MAY EVENTUALLY DECIDE TO OFFER FOR SALE ALL, SOME OR NONE OF
THE SIR COMMON SHARES IT OWNS. ACCORDINGLY, THERE IS NO ASSURANCE THAT CWH
WILL SELL ANY SIR COMMON SHARES IN A PUBLIC OFFERING OR, IF IT DOES, WHEN
SUCH A SALE MAY OCCUR.
*THIS PRESS RELEASE STATES THAT CWH’S CURRENT PLAN IS INITIALLY TO USE THE
NET PROCEEDS OF ANY SALE OF SIR COMMON SHARES TO REPAY DEBT ON A SHORT
TERM BASIS AND THAT IT PLANS TO EVENTUALLY RECYCLE THE NET PROCEEDS IT
RECEIVES INTO NEW INVESTMENTS IN CBD OFFICE BUILDINGS. CWH MAY DECIDE TO
CHANGE THE USE OF NET PROCEEDS FROM ANY SALE OF SIR COMMON SHARES BASED ON
CHANGED MARKET CONDITIONS OR CHANGED BUSINESS CIRCUMSTANCES PRIOR TO THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT.
*THIS PRESS RELEASE REFERS TO CWH’S BUSINESS PLAN AND ITS CONTINUED FOCUS
ON EXECUTING THAT BUSINESS PLAN. THERE CAN BE NO ASSURANCE THAT THE
BUSINESS PLAN WILL BE SUCCESSFUL OR THAT THE CURRENT BUSINESS PLAN WILL
NOT BE MODIFIED.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE. ALSO, EXCEPT
AS MAY BE REQUIRED BY APPLICABLE LAW, CWH DOES NOT UNDERTAKE ANY OBLIGATION TO
UPDATE ANY FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE AS A RESULT OF NEW
OR CHANGED FACTS OR EVENTS WHICH MAY COME TO ITS ATTENTION.
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, Vice President, Investor Relations
or Carlynn Finn, Senior Manager, Investor Relations
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