Continues Business Plan of Simplifying Portfolio, Selling Non-Core
Assets and Positioning Portfolio Toward High Quality Office Buildings
NEWTON, Mass.--(BUSINESS WIRE)--
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: [email protected].
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. FOR EXAMPLE:
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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.
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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.
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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.
CommonWealth REIT
Timothy A. Bonang, Vice President, Investor
Relations
or Carlynn Finn, Senior Manager, Investor Relations
617-796-8222
Source: CommonWealth REIT