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CommonWealth REIT (“CommonWealth”) (NYSE: CWH) today announced the reference yield and the Total Consideration (as defined below) for each series of Senior Notes (as defined below) subject to the previously announced tender offer to purchase for cash up to $665,000,000 million aggregate amount (the “Maximum Tender Amount”) of the Senior Notes (the “Offer”). The Offer was previously amended to increase the Maximum Tender Amount from $650,000,000 to $665,000,000.
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 a press release dated March 11, 2013 (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”).
The “Total Consideration” per $1,000 principal amount of Senior Notes validly tendered and accepted for purchase pursuant to the Offer was determined in the manner described in the Offer Documents by reference to a fixed spread specified for each series of Senior Notes over the yield based on the bid-side price of the Reference U.S. Treasury Security specified in the table below. Holders will also receive accrued and unpaid interest thereon up to, but excluding, the date of payment of the applicable consideration for such Senior Notes accepted for purchase.
Title of Security
Reference U.S. Treasury Security
Fixed Spread (basis points)
Total Consideration per $1,000 Principal Amount (US$)
Acceptance Priority Level(2)
5.75% Senior Notesdue February 15, 2014
0.75% due August 15,2013
6.40% Senior Notesdue February 15, 2015
0.25% dueJanuary 31,2015
5.75% Senior Notesdue November 1, 2015
0.25% dueJanuary 31,2015
6.25% Senior Notesdue August 15, 2016
0.375% dueFebruary 15,2016
(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.
The Offer is subject to an aggregate purchase limit up to 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 have tendered and not validly withdrawn their Senior Notes at or prior to 5:00 p.m., New York City time, on March 8, 2013 (such date and time, as the same may be extended, the “Early Tender Date”), to be eligible to receive the Total Consideration, which includes an early tender premium of $20 per $1,000 principal amount of Senior Notes accepted for purchase (the “Early Tender Premium”).