Select Income REIT (NYSE: SIR) today announced the filing of a registration statement on Form S-11 with the Securities and Exchange Commission, or SEC, to permit the possible public offering of up to all the common shares of SIR that are owned by CommonWealth REIT (NYSE: CWH). After the registration statement is declared effective by the SEC, CWH may sell all, some or none of the 22,000,000 common shares of SIR it owns.
The book running manager listed for the possible offering of SIR common shares owned by CWH is BofA Merrill Lynch.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement is declared effective. This press release shall not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No public distribution of the preliminary prospectus, which is part of the registration statement referenced above, is being made at this time. However, copies of the preliminary prospectus, when available, may be obtained from the SEC at its website: www.sec.gov, or by contacting BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, email: firstname.lastname@example.org.
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 SIR'S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE, THIS PRESS RELEASE STATES THAT SIR HAS FILED A REGISTRATION STATEMENT WITH THE SEC IN CONNECTION WITH THE POSSIBLE OFFERING OF UP TO 22,000,000 SIR COMMON SHARES OWNED BY CWH. AN IMPLICATION OF THIS STATEMENT MAY BE THAT CWH WILL SELL SOME OR ALL OF THE 22,000,000 SIR COMMON SHARES IT OWNS. HOWEVER, THE REGISTRATION STATEMENT MAY BE WITHDRAWN OR OTHERWISE NOT BE DECLARED EFFECTIVE AND NO SALE MAY OCCUR. FURTHER, AS NOTED IN THIS PRESS RELEASE, CWH MAY EVENTUALLY DECIDE TO OFFER ALL, SOME OR NONE OF THE SIR COMMON SHARES IT OWNS FOR SALE. ACCORDINGLY, THERE IS NO ASSURANCE THAT CWH WILL SELL ANY SIR SHARES OR, IF IT DOES, WHEN SUCH A SALE MAY OCCUR. FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.