CommonWealth REIT (“CommonWealth”) (NYSE: CWH) today announced
that it has increased the Maximum Tender Amount (as defined below)
of its tender offer to purchase for cash the outstanding principal
amount of the respective debt securities listed in the table
below.
The Maximum Tender Amount for the Offer (as defined below) has
been increased from $450,000,000 to $650,000,000 (as revised, the
“Maximum Tender Amount”). All other terms of the Offer, as
previously announced, remain unchanged.
The tender offer consists of an offer (the “Offer”) which is
being made upon the terms and subject to the conditions set forth
in an offer to purchase and related letter of transmittal, dated
February 25, 2013, to purchase up to the Maximum Tender Amount of
the 5.75% Senior Notes due February 15, 2014, 6.40% Senior Notes
due February 15, 2015, 5.75% Senior Notes due November 1, 2015 and
6.25% Senior Notes due August 15, 2016, all listed below (“the
Senior Notes”). CommonWealth refers investors to the tender offer
documents for the complete terms of the Offer, as amended by this
press release.
Issuer(1)
CUSIPNumbers
Title of Security
PrincipalAmountOutstanding(US$)
ReferenceU.S.
TreasurySecurity
BloombergReferencePage(2)
FixedSpread(basispoints)
AcceptancePriority
Level(3)
Early TenderPremium(4)
HRPT PropertiesTrust
40426WAQ4
5.75% Senior Notes dueFebruary 15,
2014
$244,655,000 0.75% due FIT3 + 50 1 $20
August 15,2013
HRPT PropertiesTrust
40426WAP6
6.40% Senior Notes dueFebruary 15,
2015
$186,000,000 0.25% due FIT1 + 75 2 $20
January 31,2015
HRPT PropertiesTrust
40426WAS0
5.75% Senior Notes dueNovember 1, 2015
$250,000,000 0.25% due FIT1 + 125 3 $20
January 31,2015
HRPT PropertiesTrust
40426WAR2
6.25% Senior Notes dueAugust 15, 2016
$400,000,000
0.375% dueFebruary 15,2016
FIT1 + 160 4 $20
(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 up to 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. 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, are included in the
offer to purchase, as amended by this press release, 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
$650,000,000 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. FURTHER, LITIGATION HAS BEEN
COMMENCED AGAINST COMMONWEALTH TO, AMONG OTHER THINGS, ENJOIN ITS
CONSUMMATION OF THE TENDER OFFER AND A FINANCING CONTEMPLATED BY
THE FINANCING CONDITION. 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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