CommonWealth REIT Announces Pricing of $250,000,000 of 7 ¼% Series E Preferred Shares
26 Maio 2011 - 4:16PM
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 dg.prospectus_requests@baml.com, 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: cmClientsupport@wachovia.com 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,
- 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.
- 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.
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