NEWTON, Mass.--(BUSINESS WIRE)--
CommonWealth REIT (NYSE: CWH) today announced that it has priced a
public offering of 7.5 million common shares of beneficial interest at a
public offering price of $26.75 per share. The settlement of this
offering is expected to occur on Friday, September 24, 2010. CWH expects
to use the net proceeds to repay amounts outstanding under its $750
million revolving credit facility, fund a portion of its redemption of
the remaining seven million shares of its 8 ¾% Series B cumulative
redeemable preferred shares, and fund general business activities,
including possible future acquisitions. The underwriters have been
granted a 30-day option to purchase up to an additional 1.125 million
shares to cover over allotments, if any.
The joint book-running managers for this offering are Morgan Stanley,
Citi and Wells Fargo Securities. The joint lead co-managers for this
offering are Jefferies & Company, Morgan Keegan & Company, Inc., RBC
Capital Markets and UBS Investment Bank. The co-managers for this
offering are BB&T Capital Markets, Janney Montgomery Scott and
Oppenheimer & Co.
This press release is not an offer to sell, nor a solicitation of an
offer to buy, 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. Copies of the prospectus supplement
and related prospectus may be obtained from the offices of Morgan
Stanley & Co. Incorporated, 180 Varick St., 2nd Floor,
New York, New York, Attention: Prospectus Department, by email at
[email protected] or telephone (866) 718-1649, from the
offices of Citi, Attn: Prospectus Department, Brooklyn Army Terminal,
140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone (800)
831-9146, or from the offices of Wells Fargo Securities, LLC, Attn:
Equity Syndicate Department, 375 Park Avenue, New York, N.Y., 10152, by
e-mail at: [email protected] or telephone (800) 326-5897
or by contacting any of the other joint lead co-managers listed above.
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 FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE
BASED UPON CWH’S PRESENT EXPECTATIONS, BUT THESE STATEMENTS ARE NOT
GUARANTEED. FOR EXAMPLE,
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THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE SALE OF COMMON
SHARES IS EXPECTED TO OCCUR ON SEPTEMBER 24, 2010.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.
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THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN
OPTION TO PURCHASE UP TO AN ADDITIONAL 1.125 MILLION COMMON SHARES TO
COVER OVER ALLOTMENTS, IF ANY. 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.
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THIS PRESS RELEASE STATES THAT CWH EXPECTS TO REDEEM ALL OF ITS
OUTSTANDING 8 ¾% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES. IF
UNFORESEEN CIRCUMSTANCES OCCUR, THE EXPECTED REDEMPTION OF SERIES B
SHARES MAY NOT BE COMPLETED.
FOR THESE REASONS, AMONG OTHERS, INVESTORS SHOULD NOT PLACE UNDUE
RELIANCE UPON ANY FORWARD LOOKING STATEMENT.
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.
Source: CommonWealth REIT
Contact:
CommonWealth REIT
Timothy A. Bonang, 617-796-8222
Vice
President, Investor Relations
or
Carlynn Finn, 617-796-8222
Manager,
Investor Relations