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CommonWealth REIT Prices 7.5 Million Common Share Offering

^{Published on 2010-09-21 06:25:23 - Market Wire}
 

NEWTON, Mass.--([ BUSINESS WIRE ])--CommonWealth REIT (NYSE: CWH) today announced that it has priced a public offering of 7.5 million common shares of beneficial interest at a public offering price of $26.75 per share. The settlement of this offering is expected to occur on Friday, September 24, 2010. CWH expects to use the net proceeds to repay amounts outstanding under its $750 million revolving credit facility, fund a portion of its redemption of the remaining seven million shares of its 8 % Series B cumulative redeemable preferred shares, and fund general business activities, including possible future acquisitions. The underwriters have been granted a 30-day option to purchase up to an additional 1.125 million shares to cover over allotments, if any.

The joint book-running managers for this offering are Morgan Stanley, Citi and Wells Fargo Securities. The joint lead co-managers for this offering are Jefferies & Company, Morgan Keegan & Company, Inc., RBC Capital Markets and UBS Investment Bank. The co-managers for this offering are BB&T Capital Markets, Janney Montgomery Scott and Oppenheimer & Co.

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. Copies of the prospectus supplement and related prospectus may be obtained from the offices of Morgan Stanley & Co. Incorporated, 180 Varick St., 2^nd Floor, New York, New York, Attention: Prospectus Department, by email at prospectus@morganstanley.com or telephone (866) 718-1649, from the offices of Citi, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone (800) 831-9146, or from the offices of Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, N.Y., 10152, by e-mail at: equity.syndicate@wellsfargo.com or telephone (800) 326-5897 or by contacting any of the other joint lead co-managers listed above.

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 CWHa™S PRESENT EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE,

• THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE SALE OF COMMON SHARES IS EXPECTED TO OCCUR ON SEPTEMBER 24, 2010.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 UP TO AN ADDITIONAL 1.125 MILLION COMMON 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, CWH DOES NOT KNOW WHETHER THE UNDERWRITERS WILL EXERCISE THIS OPTION, OR ANY PART OF IT.
• THIS PRESS RELEASE STATES THAT CWH EXPECTS TO REDEEM ALL OF ITS OUTSTANDING 8 % SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES. IF UNFORESEEN CIRCUMSTANCES OCCUR, THE EXPECTED REDEMPTION OF SERIES B SHARES MAY NOT BE COMPLETED.

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.