CommonWealth REIT Prices Offering of 30,000,000 Common Shares

NEWTON, Mass.--(BUSINESS WIRE)--CommonWealth REIT (NYSE: CWH) today announced that it priced a public offering of 30,000,000 common shares at a price to the public of $19.00 per share. The settlement of this offering is expected to occur on March 5, 2013. CWH expects to use the net proceeds from this offering, cash on hand or borrowings from its revolving credit facility to fund the purchase price of up to $450 million of CWH’s senior notes due between 2014 and 2016 in a tender offer announced February 25. If such tender offer is terminated for any reason, or if any net proceeds remain after the tender offer, CWH intends to use such proceeds to reduce amounts outstanding on its revolving credit facility and for general business purposes. The underwriters have been granted a 30-day option to purchase up to an additional 4,500,000 common shares.

The joint bookrunning managers for this offering are Citigroup, BofA Merrill Lynch, UBS Investment Bank and Morgan Stanley. The joint lead managers are Jefferies and RBC Capital Markets. The co-managers are BB&T Capital Markets, Janney Montgomery Scott, JMP Securities, MLV & Co. and Oppenheimer & Co.

This press release is neither an offer to sell nor a solicitation of an offer to buy CWH common 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 relating to this offering and related prospectus are expected to be filed with the Securities and Exchange Commission (SEC) and copies can be obtained by contacting the offices of: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: [phone]; BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038; email [e-mail]; UBS Investment Bank, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171, telephone: [phone]; or Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, telephone [phone], email: [e-mail].

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE INCLUDES 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 BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE:

• THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE OFFERING OF COMMON SHARES IS EXPECTED TO OCCUR ON MARCH 5, 2013. 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. IN ADDITION, ON FEBRUARY 27, 2013, CORVEX MANAGEMENT LP (“CORVEX”) AND RELATED FUND MANAGEMENT, LLC (“RELATED”) FILED A COMPLAINT IN THE CIRCUIT COURT OF BALTIMORE CITY, MARYLAND SEEKING TO ENJOIN CWH AND ITS BOARD OF TRUSTEES FROM IMPLEMENTING THE OFFERING AND RESCINDING THE OFFERING SHOULD IT BE COMPLETED. THERE CAN BE NO ASSURANCE THAT THE COMMON SHARE OFFERING WILL BE CONSUMMATED, THAT IT WILL NOT BE DELAYED OR THAT THE TERMS WILL NOT CHANGE.
• THIS PRESS RELEASE REFERS TO AN OFFER FOR UP TO $450 MILLION OF SENIOR NOTES. CWH MAY PURCHASE FEWER SENIOR NOTES, TERMS OF THE OFFER MAY CHANGE OR THE OFFER MAY BE TERMINATED.
• THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 4,500,000 COMMON SHARES. 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 ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

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.