CommonWealth REIT (“CommonWealth”) (NYSE: CWH) today announced
that it has commenced a tender offer to purchase for cash up to
$450,000,000 of the outstanding principal amount of the respective
debt securities listed in the table below.
The tender offer consists of an offer (the “Offer”) which is
being made upon the terms and subject to the conditions set forth
in an offer to purchase and related letter of transmittal, dated
February 25, 2013, to purchase up to $450,000,000 aggregate
principal amount of the 5.75% Senior Notes due February 15, 2014,
6.40% Senior Notes due February 15, 2015, 5.75% Senior Notes due
November 1, 2015 and 6.25% Senior Notes due August 15, 2016, all
listed below (“the Senior Notes”). CommonWealth refers investors to
the tender offer documents for the complete terms of the Offer.
Issuer(1)
CUSIPNumbers
Title of Security
PrincipalAmountOutstanding(US$)
ReferenceU.S.
TreasurySecurity
BloombergReferencePage(2)
FixedSpread(basispoints)
AcceptancePriority
Level(3)
Early
TenderPremium(4)
HRPT Properties Trust 40426WAQ4
5.75% Senior Notes dueFebruary 15,
2014
$244,655,000 0.75% due FIT3 + 50 1 $20 August 15, 2013 HRPT
Properties Trust 40426WAP6
6.40% Senior Notes dueFebruary 15,
2015
$186,000,000 0.25% due FIT1 + 75 2 $20
January 31, 2015
HRPT Properties Trust 40426WAS0
5.75% Senior Notes dueNovember 1, 2015
$250,000,000 0.25% due FIT1 + 125 3 $20 January 31, 2015 HRPT
Properties Trust 40426WAR2
6.25% Senior Notes dueAugust 15, 2016
$400,000,000
0.375% due
FIT1 + 160 4 $20
February 15, 2016
(1)
At the time of the issuance of the Senior
Notes, the issuer, CommonWealth REIT, was then known as HRPT
Properties Trust. (2) This is the Bloomberg Reference Page to be
used to spot the Reference U.S. Treasury Security as of the price
determination date. (3) If any Senior Notes are purchased in the
Offer, Senior Notes tendered at or prior to the Early Tender Date
(as defined herein) will be accepted for purchase in priority to
other Senior Notes tendered after the Early Tender Date even if
such Senior Notes tendered after the Early Tender Date have a
higher acceptance priority level than Senior Notes tendered prior
to the Early Tender Date. (4) Per $1,000 principal amount of Senior
Notes accepted for purchase. The Total Consideration (as defined
herein) for each of the $1,000 principal amount of Senior Notes
validly tendered and accepted for payment pursuant to the Offer
will be determined by the Dealer Managers (as defined herein) in
the manner described in the offer to purchase by reference to a
fixed spread specified for the Series over the reference yield
based on the bid-side price of the Reference U.S. Treasury Security
specified in the table above on the price determination date.
Holders of Senior Notes that are validly tendered and not validly
withdrawn before the Early Tender Date and accepted for purchase
will receive the Total Consideration, which includes an early
tender premium of $20 per $1,000 principal amount of Senior Notes
accepted for purchase.
The Offer is subject to an aggregate purchase limit of
US$450,000,000 in aggregate principal amount of Senior Notes (the
“Maximum Tender Amount”). The Offer will expire at midnight, New
York City time, at the end of March 22, 2013, unless extended (such
date and time, as the same may be extended, the “Expiration Date”).
Holders must validly tender and not validly withdraw their Senior
Notes at or prior to 5:00 p.m., New York City time, on March 8,
2013, unless extended (such date and time, as the same may be
extended, the “Early Tender Date”) to be eligible to receive the
Total Consideration (defined below), which includes an early tender
premium of $20 per $1,000 principal amount of Senior Notes accepted
for purchase (the “Early Tender Premium”).
Holders who validly tender their Senior Notes after the Early
Tender Date will be eligible to receive only an amount equal to the
Total Consideration minus the Early Tender Premium (the “Tender
Offer Consideration”).
Senior Notes may be validly withdrawn at any time before 5:00
p.m., New York City time, March 8, 2013, unless such date and time
is extended by us, but not thereafter.
The “Total Consideration” for each $1,000 principal amount of
Senior Notes validly tendered and accepted for payment pursuant to
the Offer will be determined in the manner described in the tender
offer documents by reference to a fixed spread specified for the
series over the yield based on the bid-side price of the Reference
U.S. Treasury Security specified in the table above, as calculated
by Citigroup Global Markets Inc. and RBC Capital Markets, LLC (the
“Dealer Managers”), in accordance with standard market practice, at
2:00 p.m., New York City time, on March 11, 2013. Holders will also
receive accrued and unpaid interest thereon up to, but excluding,
the date of payment of the applicable consideration for such Senior
Notes accepted for purchase in the Offer.
The Offer is being made on terms, including at acceptance
priority and proration, and is subject to the satisfaction of
certain conditions, including a financing condition, as specified
in the tender offer documents.
Information relating to the Offer
The tender offer documents for all of the Senior Notes are being
distributed to holders beginning today. Citigroup Global Markets
Inc. and RBC Capital Markets, LLC are the Dealer Managers for the
Offer. Investors with questions regarding the Offer may contact
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
(212) 723-6106 (collect) and RBC Capital Markets, LLC at (877)
381-2099 (toll-free) or (212) 618-7822 (collect). Global Bondholder
Services Corp. is the tender agent and information agent for the
Offer and can be contacted at (212) 430-3774 or (866) 952-2200
(toll-free).
None of CommonWealth, the tender agent, the information agent,
or the Dealer Managers makes any recommendation as to whether
holders of Senior Notes referred to in this press release should
tender their Senior Notes in the Offer. This press release is for
informational purposes only and is not an offer to buy, or the
solicitation of an offer to sell, any of the Senior Notes. The full
details of the Offer for the Senior Notes, including complete
instructions on how to tender Senior Notes, will be included in the
offer to purchase, the letter of transmittal and related materials.
Holders are strongly encouraged to read carefully the offer to
purchase and letter of transmittal and any other related materials,
including materials filed with the Securities and Exchange
Commission and incorporated by reference therein, because they will
contain important information.
Holders may obtain a copy of the tender offer documents, free of
charge, from Global Bondholder Services Corp., the tender agent and
information agent in connection with the Offer, by calling
toll-free at (866) 952-2200 (bankers and brokers can call collect
at (212) 430-3774). Holders are urged to carefully read these
materials prior to making any decisions with respect to the
Offer.
WARNING CONCERNING FORWARD LOOKING
STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE SECURITIES LAWS. THESE FORWARD LOOKING
STATEMENTS ARE BASED UPON COMMONWEALTH’S PRESENT BELIEFS AND
EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE,
ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFER FOR A MAXIMUM OF
$450,000,000 OF SENIOR NOTES, COMMONWEALTH MAY PURCHASE FEWER
SENIOR NOTES, TERMS OF THE OFFER MAY CHANGE OR THE OFFER MAY BE
TERMINATED. IN ADDITION, THE OFFER IS SUBJECT TO A FINANCING
CONDITION THAT MAY NOT BE COMPLETED. INVESTORS SHOULD NOT PLACE
UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENT.
A Maryland Real Estate 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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