Government Properties Income Trust (NYSE: GOV) today announced that CommonWealth REIT (NYSE: CWH) has sold its remaining position in GOV through the sale of 9,950,000 common shares in an underwritten public offering under an effective shelf registration statement filed by GOV, at a price of $25.20 per share. CWH has agreed to pay all the costs associated with this transaction and GOV will not receive any proceeds from the sale of the common shares. The settlement of this sale is expected to occur on March 15, 2013.
The joint bookrunning managers for this offering are Citigroup, BofA Merrill Lynch and RBC Capital Markets. The joint lead managers are Jefferies, Morgan Stanley and UBS Investment Bank. 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 GOV 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 final prospectus relating to this offering is expected to be filed with the Securities and Exchange Commission (SEC), and copies may be obtained by contacting the offices of Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146; BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038; email firstname.lastname@example.org; or RBC Capital Markets, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, telephone: (877) 822-4089.
WARNING CONCERNING 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 GOV'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 GOV COMMON SHARES IS EXPECTED TO OCCUR ON MARCH 15, 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. FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.