CommonWealth REIT ("CommonWealth") (NYSE: CWH) today announced that, pursuant to its previously announced tender offer to purchase for cash up to $650,000,000 aggregate principal amount of the Senior Notes (as defined below) (the “Offer”), a total of $663,053,000 principal amount of Senior Notes were validly tendered at or prior to the early tender date of 5:00 p.m., New York City time, on March 8, 2013 (such time and date, the "Early Tender Date") and not validly withdrawn, according to the information provided by Global Bondholder Services Corporation, the tender agent for the Offer. CommonWealth also announced that it had amended the Offer to increase the Maximum Tender Amount (as defined below) from $650,000,000 to $665,000,000 aggregate principal amount of Senior Notes (as amended, the “Maximum Tender Amount”).
The Offer is being made upon the terms and subject to the conditions set forth in an offer to purchase and related letter of transmittal, dated February 25, 2013, as amended by a press release dated March 1, 2013 and this press release (together, the “Offer Documents”), to purchase up to the Maximum Tender Amount of the 5.75% Senior Notes due February 15, 2014, 6.40% Senior Notes due February 15, 2015, 5.75% Senior Notes due November 1, 2015 and 6.25% Senior Notes due August 15, 2016, all listed below (“the Senior Notes”).
|Issuer(1)||CUSIP Numbers||Title of Security||Principal Amount Outstanding (US$)||Principal Amount Tendered||Percent Tendered of Principal Amount Outstanding||Acceptance Priority Level(2)|
|HRPT PropertiesTrust||40426WAQ4||5.75% Senior Notes dueFebruary 15, 2014||$244,655,000||$144,432,000||59.03%||1|
|HRPT PropertiesTrust||40426WAP6||6.40% Senior Notes dueFebruary 15, 2015||$186,000,000||$150,476,000||80.90%||2|
|HRPT PropertiesTrust||40426WAS0||5.75% Senior Notes dueNovember 1, 2015||$250,000,000||$107,534,000||43.01%||3|
|HRPT PropertiesTrust||40426WAR2||6.25% Senior Notes dueAugust 15, 2016||$400,000,000||$260,611,000||65.15%||4|
(1) At the time of the issuance of the Senior Notes, the issuer, CommonWealth REIT, was then known as HRPT Properties Trust.
(2) If any Senior Notes are purchased in the Offer, Senior Notes tendered at or prior to the Early Tender Date 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.As the aggregate principal amount of Senior Notes validly tendered at or prior to the Early Tender Date and not validly withdrawn was less than the Maximum Tender Amount, CommonWealth expects that it will accept for purchase all of the Senior Notes validly tendered at or prior to the Early Tender Date and not validly withdrawn. CommonWealth expects to make payment for such Senior Notes in same-day funds on March 12, 2013 (the “Early Settlement Date”). Pursuant to the terms of the Offer, holders of Senior Notes may tender additional Senior Notes at or prior to midnight, New York City time, at the end of March 22, 2013, unless the Offer is extended or earlier terminated by the Company (such date and time, as the same may be extended, the “Expiration Date”).
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