NEWTON, Mass.--(BUSINESS WIRE)--
CommonWealth REIT (NYSE: CWH) today announced that it has priced a
public offering of 10,000,000 shares of the company’s 7 ¼% Series
E Cumulative Redeemable Preferred Shares for gross proceeds of
$250,000,000. The Series E Preferred Shares have a liquidation
preference of $25.00 per share and the offering is expected to close on
June 1, 2011. CommonWealth REIT intends to list the shares on the New
York Stock Exchange.
The distribution rate on the preferred shares will be 7 ¼% of the
liquidation preference per year, or $1.8125 per share per year.
Distributions will be paid quarterly in arrears.
CommonWealth REIT expects to use the net proceeds of this offering to
reduce amounts outstanding under its $750 million revolving credit
facility and for general business purposes, including future
acquisitions. The underwriters will also be granted a 30-day option to
purchase additional shares to cover overallotments, if any.
The joint book-running managers for the offering are Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., UBS
Securities LLC and Wells Fargo Securities, LLC. The lead manager for
this offering is Morgan Stanley & Co., Incorporated, and the co-managers
for this offering are BB&T Capital Markets, a division of Scott &
Stringfellow, LLC, Jefferies & Company, Inc. and RBC Capital Markets,
Inc.
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. The prospectus supplement and
related prospectus relating to this offering are expected to be filed
with the SEC and copies can be obtained from the offices of BofA Merrill
Lynch, Attn. Syndicate Operations, 100 West 33rd Street, 3rd
Floor, New York, NY 10001 or email [email protected],
Citigroup Global Markets Inc. toll free at (800) 831-9146, UBS
Securities LLC toll free at (877) 827-6444, ext. 561 3884, or from the
offices of Wells Fargo Securities, LLC, 1525 West W.T. Harris Blvd.,
NC0675, Charlotte, North Carolina 28262, Attn: Capital Markets Client
Support, emailing: [email protected] or calling toll-free:
(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 FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE
BASED UPON COMMONWEALTH REITS' 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 SERIES E
PREFERRED SHARES IS EXPECTED TO OCCUR ON JUNE 1, 2011. 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 ADDITIONAL 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, COMMONWEALTH REIT 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 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