- Current report filing (8-K)
21 Setembro 2010 - 6:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 21, 2010 (September 20, 2010)
COMMONWEALTH
REIT
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-9317
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04-6558834
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(Commission File Number)
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(IRS Employer Identification No.)
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400 Centre Street, Newton, Massachusetts 02458
(Address of Principal Executive Offices) (Zip Code)
617-332-3990
(Registrants Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other Events.
A. Redemption of Series B Preferred Shares
On September 20, 2010,
CommonWealth REIT, or the Company, gave notice of its redemption of all of its
remaining seven million outstanding 8 ¾% Series B Cumulative
Redeemable Preferred Shares, or the Series B Preferred Shares, at their
stated liquidation preference price of $25 per share plus accrued and unpaid
dividends to the date of redemption.
This redemption is expected to occur on or about October 21,
2010. A copy of the Companys press
release related to the redemption of the Series B Preferred Shares is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
B. Public Offering of Common Shares
On September 21, 2010,
the Company priced an underwritten public offering of 7,500,000 common shares
of beneficial interest. The Company
expects to issue and deliver these shares on or about September 24,
2010. The public offering price was $26.75
per share. The Company expects to use
the $191.7 million of net proceeds of the offering (after estimated expenses
and underwriters commissions) to repay amounts outstanding under the Companys
revolving credit facility, to fund a portion of its redemption of its
Series B Preferred Shares referred to above and to fund general business
activities, including possible future acquisitions. The Company also granted the underwriters an
option to purchase an additional 1,125,000 common shares to cover
overallotments, if any.
A prospectus supplement
relating to these common shares will be filed with the Securities and Exchange
Commission. This Current Report on
Form 8-K 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 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.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH
CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES
LAWS. THESE FORWARD LOOKING STATEMENTS
AND THEIR IMPLICATIONS ARE BASED UPON THE COMPANYS PRESENT INTENT, BELIEFS OR
EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED
TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME
REASONS WHICH ARE BEYOND THE COMPANYS CONTROL.
FOR EXAMPLE:
·
THIS REPORT STATES THAT THE COMPANY 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.
·
THIS REPORT STATES THAT THE COMPANY EXPECTS TO ISSUE AND DELIVER THE
COMMON SHARES ON OR ABOUT SEPTEMBER 24, 2010. IN FACT, THE ISSUANCE AND DELIVERY OF THESE
SHARES 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 REPORT STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO
PURCHASE UP TO AN ADDITIONAL 1,125,000 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, THE COMPANY DOES NOT KNOW WHETHER
THIS OPTION, OR ANY PART OF IT, WILL BE EXERCISED, AND THE UNDERWRITERS
MAY NOT DO SO.
2
FOR THESE REASONS, AMONG OTHERS, YOU SHOULD NOT PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The Company hereby files the following exhibits:
1.1
Purchase
Agreement, dated as of September 21, 2010, between CommonWealth REIT and
the underwriters named therein, pertaining to the sale of up to 8,625,000 of
the Companys common shares of beneficial interest.
5.1
Opinion of
Venable LLP.
8.1
Opinion of Sullivan &
Worcester LLP as to tax matters.
23.1
Consent of
Venable LLP (contained in Exhibit 5.1).
23.2
Consent of
Sullivan & Worcester LLP (contained in Exhibit 8.1).
99.1
Press release
dated September 20, 2010.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COMMONWEALTH
REIT
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By:
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/s/ John C. Popeo
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John
C. Popeo
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Treasurer
and Chief Financial Officer
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Date:
September 21, 2010
4
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