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CommonWealth REIT Announces Debt Tender Offer

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 dueFebruary 15, 2014
$244,655,000 0.75% due FIT3 + 50 1 $20
August 15, 2013
HRPT Properties Trust 40426WAP6

6.40% Senior Notes dueFebruary 15, 2015
$186,000,000 0.25% due FIT1 + 75 2 $20

January 31, 2015
HRPT Properties Trust 40426WAS0

5.75% Senior Notes dueNovember 1, 2015
$250,000,000 0.25% due FIT1 + 125 3 $20
January 31, 2015
HRPT Properties Trust 40426WAR2

6.25% Senior Notes dueAugust 15, 2016

0.375% due
FIT1 + 160 4 $20

February 15, 2016

      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”).

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