CommonWealth REIT Prices $175 Million of 5.75% Unsecured Senior Notes Due 2042

NEWTON, Mass.--(BUSINESS WIRE)--CommonWealth REIT (NYSE: CWH) today announced that it has priced an underwritten public offering of $175 million of 5.75% unsecured senior notes due August 1, 2042.

CWH expects to use the net proceeds from this offering to redeem some or all of its outstanding 7 ¹/₈% Series C Cumulative Redeemable Preferred Shares, repay amounts outstanding under its revolving credit facility, and for general business purposes, including funding possible future acquisitions of properties. The settlement of this offering is expected to occur on July 25, 2012. CWH granted the underwriters an option to purchase up to $26.25 million of additional notes within 30 days to cover overallotments, if any. CWH intends to apply to list the notes on the New York Stock Exchange and, if approved, expects trading to begin within 30 days after the original issue date of the notes.

The joint book-running managers for this offering were Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC. The joint lead managers for this offering were Jefferies & Company, Inc., and RBC Capital Markets, LLC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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 that state or jurisdiction. Copies of the prospectus supplement and the accompanying prospectus may be obtained by calling Citigroup Global Markets Inc. toll-free at [phone], Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at [phone], or Morgan Stanley & Co. LLC, toll-free at [phone], UBS Securities LLC toll-free at [phone], extension 561-3884 or Wells Fargo Securities, LLC toll-free at [phone].

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 SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON CWH’S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS MAY NOT OCCUR. FOR EXAMPLE,

• THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE SALE OF SENIOR NOTES IS EXPECTED TO OCCUR ON JULY 25, 2012. 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 CWH EXPECTS TO USE A PART OF THE NET PROCEEDS FROM THIS OFFERING TO REDEEM SOME OR ALL OF ITS OUTSTANDING 7¹/₈% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES. HOWEVER, IF THIS OFFERING DOES NOT CLOSE CWH MAY NOT REDEEM ANY OF ITS OUTSTANDING 7¹/₈% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES.
• THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO $26.25 MILLION OF ADDITIONAL NOTES. 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.

FOR THESE REASONS, AMONG OTHERS, INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

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.