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HRPT Properties Trust Announces the Pricing of $330 Million of Series D Convertible Preferred Shares

10/05/2006
Company Release - 10/5/2006 6:23 PM ET

NEWTON, Mass.--(BUSINESS WIRE)--

HRPT Properties Trust (NYSE: HRP) today announced the public offering of 13,200,000 shares of the company's Series D Convertible Preferred Shares for gross proceeds of $330 million. The offering was increased from the previously announced $250 million because of investor demand. HRPT intends to use the net proceeds of this offering to repay amounts outstanding under its revolving credit facility and for general business purposes, including acquisitions. The underwriters have been granted a 30 day option to purchase up to 1,980,000 additional shares to cover over allotments, if any. The offering is expected to close on Wednesday, October 11th.

The Series D Convertible Preferred Shares have a liquidation preference of $25.00 per share and each share can be converted into HRPT common shares at any time, at an initial conversion rate of 1.9231 common shares per Series D Convertible Preferred Share, which is equivalent to an initial conversion price of approximately $13.00 per common share. The dividend rate on the preferred shares will be 6.50% of the liquidation preference per year, or $1.625 per share per year. Dividends will be paid quarterly in arrears. An application will be made to list the Series D Convertible Preferred Shares on the New York Stock Exchange.

The joint book-running managers for the offering are Merrill Lynch & Co. and Banc of America Securities LLC. The joint lead managers for this offering are RBC Capital Markets and UBS Investment Bank.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state. An electronic copy of the preliminary prospectus supplement and accompanying prospectus may be obtained from the offices of Merrill Lynch & Co., 4 World Financial Center, New York, NY 10080, or Banc of America Securities LLC, Capital Markets (Prospectus Fulfillment) by e-mail to [email protected] or by mail to Banc of America Securities LLC, Capital Markets Operations, 100 West 33rd Street, 3rd Floor, New York, NY 10001.

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 THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON HRPT'S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE, ALTHOUGH THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE AN OPTION TO PURCHASE UP TO 1,980,000 ADDITIONAL SHARES, THEY MAY NOT CHOOSE TO DO SO. ALSO, THIS PRESS RELEASE STATES THAT THE SETTLEMENT IS EXPECTED TO OCCUR ON OCTOBER 11, 2006. IN FACT, THE SETTLEMENT OF THIS OFFERING IS GOVERNED BY AN UNDERWRITING AGREEMENT AND THAT AGREEMENT INCLUDES CONDITIONS WHICH MAY DELAY OR PREVENT SETTLEMENT. 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 Trust.

Source: HRPT Properties Trust

Contact: HRPT Properties Trust Timothy A. Bonang, 617-796-8149 Manager of Investor Relations www.hrpreit.com
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