NEWTON, Mass.--(BUSINESS WIRE)--
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 $450,000,000 aggregate principal amount of the 5.75%
Senior Notes due February 15, 2014, 6.40% Senior Notes due February 15,
2015, 5.75% Senior Notes due November 1, 2015 and 6.25% Senior Notes due
August 15, 2016, all listed below (“the Senior Notes”). CommonWealth
refers investors to the tender offer documents for the complete terms of
the Offer.
Issuer(1)
CUSIP Numbers
Title of Security
Principal Amount Outstanding (US$)
Reference U.S. Treasury Security
Bloomberg Reference Page(2)
Fixed Spread (basis points)
Acceptance Priority Level(3)
Early Tender Premium(4)
HRPT Properties Trust
40426WAQ4
5.75% Senior Notes due February 15, 2014
$244,655,000
0.75% due
FIT3
+ 50
1
$20
August 15, 2013
HRPT Properties Trust
40426WAP6
6.40% Senior Notes due February 15, 2015
$186,000,000
0.25% due
FIT1
+ 75
2
$20
January 31, 2015
HRPT Properties Trust
40426WAS0
5.75% Senior Notes due November 1, 2015
$250,000,000
0.25% due
FIT1
+ 125
3
$20
January 31, 2015
HRPT Properties Trust
40426WAR2
6.25% Senior Notes due August 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.
Press Release $CWH CommonWealth REIT
NEWTON, Mass.--(BUSINESS WIRE)-- 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 $450,000,000 aggregate principal amount of the 5.75% Senior Notes due February 15, 2014, 6.40% Senior Notes due February 15, 2015, 5.75% Senior Notes due November 1, 2015 and 6.25% Senior Notes due August 15, 2016, all listed below (“the Senior Notes”). CommonWealth refers investors to the tender offer documents for the complete terms of the Offer.
Issuer(1)
Numbers
Principal
Amount
Outstanding
(US$)
Reference
U.S. Treasury
Security
Bloomberg
Reference
Page(2)
Fixed
Spread
(basis
points)
Acceptance
Priority Level(3)
Early Tender
Premium(4)
5.75% Senior Notes due
February 15, 2014
6.40% Senior Notes due
February 15, 2015
January 31, 2015
5.75% Senior Notes due
November 1, 2015
6.25% Senior Notes due
August 15, 2016
0.375% due
February 15, 2016
(1)
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.
CommonWealth REIT
Timothy A. Bonang, Vice President, Investor Relations
Carlynn Finn, Senior Manager, Investor Relations
617-796-8222
www.cwhreit.com
Source: CommonWealth REIT