CommonWealth REIT Subsidiary Prices Initial Public Offering
06 Março 2012 - 8:11PM
Business Wire
CommonWealth REIT (NYSE: CWH) today announced that its
subsidiary, Select Income REIT (NYSE: SIR), has priced an initial
public offering of 8,000,000 common shares of beneficial interest
at $21.50 per share.
The settlement of this offering is expected to occur on March
12, 2012. The underwriters have a 30-day option to purchase up to
an additional 1,200,000 SIR shares to cover over allotments, if
any.
SIR was formed as a 100% subsidiary of CWH. Upon completion of
the offering, CWH will continue to own approximately 73% of SIR
(assuming no exercise of the underwriters’ over allotment option).
All the shares are being offered by SIR, and the net proceeds of
the offering will be used to repay SIR debt to CWH.
A registration statement relating to the offering of the common
shares of beneficial interest of SIR discussed above was declared
effective by the Securities and Exchange Commission on March 6,
2012. This press release 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.
Morgan Stanley, BofA Merrill Lynch and Wells Fargo Securities
are the joint book running managers for the offering. Citigroup,
RBC Capital Markets and UBS Investment Bank are the joint lead
managers. Morgan Keegan, PNC Capital Markets LLC, Santander and the
Huntington Investment Company are the co-managers for the offering.
A copy of the offering prospectus can be obtained by contacting the
offices of: Morgan Stanley & Co. LLC, Attention Prospectus
Department,180 Varick Street, 2nd floor, New York, New York 10014;
by email at prospectus@morganstanley.com; BofA Merrill Lynch,
Attention: Prospectus Department, 4 World Financial Center, New
York, New York 10080, by email at dg.prospectus_requests@baml.com;
or Wells Fargo Securities, Attention: Equity Syndicate Department,
375 Park Avenue, New York, New York, by email at
cmclientsupport@wellsfargo.com.
WARNING CONCERNING 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 THESE
FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR. FOR
EXAMPLE:
- THIS PRESS RELEASE STATES THAT THE
SETTLEMENT OF THE OFFERING OF COMMON SHARES OF SIR IS EXPECTED TO
OCCUR ON MARCH 12, 2012. 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 UP TO AN
ADDITIONAL 1,200,000 SIR 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.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
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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