CommonWealth REIT Announces Final Tender Results
25 Março 2013 - 9:00AM
Business Wire
CommonWealth REIT (“CommonWealth”) (NYSE: CWH) today announced
that, pursuant to its previously announced tender offer to purchase
for cash up to $665,000,000 (the “Maximum Tender Amount”) aggregate
principal amount of the Senior Notes (as defined below) (the
“Offer”), a total of $670,295,000 principal amount of Senior Notes
were validly tendered at or prior to the expiration date of
midnight, New York City time, at the end of March 22, 2013 (such
time and date, the “Expiration Date”), according to the information
provided by Global Bondholder Services Corporation, the tender
agent for the Offer.
The Offer was made upon the terms and subject to the conditions
set forth in an offer to purchase and related letter of
transmittal, dated February 25, 2013, as amended by a press release
dated March 1, 2013 and a press release dated March 11, 2013
(together, the “Offer Documents”), to purchase up to the Maximum
Tender Amount of the 5.75% Senior Notes due February 15, 2014,
6.40% Senior Notes due February 15, 2015, 5.75% Senior Notes due
November 1, 2015 and 6.25% Senior Notes due August 15, 2016, all
listed below (the “Senior Notes”).
Issuer(1)
CUSIPNumbers Title of Security
Principal Amount
Outstanding (US$)
Principal Amount
Tendered
Percentage Tendered of
Principal Amount Outstanding
HRPT PropertiesTrust
40426WAQ4
5.75% Senior Notes dueFebruary 15,
2014
$244,655,000 $145,612,000 59.52%
HRPT PropertiesTrust
40426WAP6
6.40% Senior Notes dueFebruary 15,
2015
$186,000,000 $152,560,000 82.02%
HRPT PropertiesTrust
40426WAS0
5.75% Senior Notes dueNovember 1, 2015
$250,000,000 $111,227,000 44.49%
HRPT PropertiesTrust
40426WAR2
6.25% Senior Notes dueAugust 15, 2016
$400,000,000 $260,896,000 65.22%
_____________
(1) At the time of the issuance of the Senior Notes, the issuer,
CommonWealth REIT, was then known as HRPT Properties Trust.
While the total amount of Senior Notes tendered exceeds the
Maximum Tender Amount, the rules of the Securities and Exchange
Commission allow CommonWealth to accept the amount tendered without
amending and extending the Offer. Accordingly, CommonWealth has
accepted for purchase all of the Senior Notes validly tendered at
or prior to the Expiration Date which have not previously been
purchased during the course of the Offer. CommonWealth expects to
make payment for such Senior Notes in same-day funds on March 25,
2013 (the “Final Settlement Date”).
Holders who validly tendered their Senior Notes at or prior to
the Expiration Date and whose Senior Notes are accepted for
purchase and whose Senior Notes have not previously been purchased
during the course of the Offer will receive the “Tender Offer
Consideration” specified in the Offer Documents, plus accrued and
unpaid interest to the Final Settlement Date, in accordance with
the terms set forth in the Offer Documents.
The terms and conditions of the Offer are set forth in the Offer
Documents.
Citigroup Global Markets Inc. and RBC Capital Markets, LLC acted
as the Dealer Managers for the Offer and Global Bondholder Services
Corp. acted as the tender agent and information agent for 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,
LITIGATION HAS BEEN COMMENCED AGAINST COMMONWEALTH TO, AMONG OTHER
THINGS, ENJOIN ITS CONSUMMATION OF THE TENDER OFFER AND RESCIND THE
FINANCING CONTEMPLATED BY A FINANCING CONDITION TO WHICH THE OFFER
IS SUBJECT. 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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