NEWTON, Mass.--(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.