CommonWealth REIT Prices $175 Million of 5.75% Unsecured Senior Notes Due 2042
NEWTON, Mass.--(BUSINESS WIRE)--
CommonWealth REIT (NYSE: CWH) today announced that it has priced an
underwritten public offering of $175 million of 5.75% unsecured senior
notes due August 1, 2042.
CWH expects to use the net proceeds from this offering to redeem some or
all of its outstanding 7 1/8% Series C Cumulative
Redeemable Preferred Shares, repay amounts outstanding under its
revolving credit facility, and for general business purposes, including
funding possible future acquisitions of properties. The settlement of
this offering is expected to occur on July 25, 2012. CWH granted the
underwriters an option to purchase up to $26.25 million of additional
notes within 30 days to cover overallotments, if any. CWH intends to
apply to list the notes on the New York Stock Exchange and, if approved,
expects trading to begin within 30 days after the original issue date of
The joint book-running managers for this offering were Citigroup Global
Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.
The joint lead managers for this offering were Jefferies & Company,
Inc., and RBC Capital Markets, LLC.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, 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 that state or jurisdiction. Copies of the
prospectus supplement and the accompanying prospectus may be obtained by
calling Citigroup Global Markets Inc. toll-free at (800) 831-9146,
Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800)
294-1322, or Morgan Stanley & Co. LLC, toll-free at (866) 718-1649, UBS
Securities LLC toll-free at (877) 827-6444, extension 561-3884 or Wells
Fargo Securities, LLC toll-free at (800) 326-5897.
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 EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF
THESE STATEMENTS MAY NOT OCCUR. FOR EXAMPLE,
THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE SALE OF SENIOR
NOTES IS EXPECTED TO OCCUR ON JULY 25, 2012. 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.
THIS PRESS RELEASE STATES THAT CWH EXPECTS TO USE A PART OF THE NET
PROCEEDS FROM THIS OFFERING TO REDEEM SOME OR ALL OF ITS OUTSTANDING 71/8%
SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES. HOWEVER, IF THIS
OFFERING DOES NOT CLOSE CWH MAY NOT REDEEM ANY OF ITS OUTSTANDING 71/8%
SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES.
THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN
OPTION TO PURCHASE UP TO $26.25 MILLION OF ADDITIONAL NOTES. 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 SHOULD NOT PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS.
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
CommonWealth REIT Timothy A. Bonang, 617-796-8222 Vice
President, Investor Relations or Carlynn Finn, 617-796-8222 Senior
Manager, Investor Relations