CommonWealth REIT (NYSE: CWH) today announced its regular quarterly common and preferred dividends as follows:
A regular quarterly common dividend of $0.25 per Common Share will be paid with respect to the results of operations for the quarter ended September 30, 2013, to holders of record of Common Shares as of the close of business on October 25, 2013, and will be distributed on or about November 22, 2013.
Series D Preferred DividendsA distribution of $0.4063 per Series D Cumulative Convertible Preferred Share will be paid on or about November 15, 2013, to holders of record of Series D Preferred Shares at the close of business on November 1, 2013. Series E Preferred Dividends A distribution of $0.4531 per Series E Cumulative Redeemable Preferred Share will be paid on or about November 15, 2013, to holders of record of Series E Preferred Shares at the close of business on November 1, 2013. CommonWealth REIT is a real estate investment trust, or REIT, which primarily owns office properties located throughout the United States. CWH is headquartered in Newton, Massachusetts. WARNING REGARDING 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 CWH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, SOME OF WHICH ARE BEYOND CWH’S CONTROL. FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT CWH WILL PAY A SERIES D PREFERRED SHARE DIVIDEND OF $0.4063/SHARE ON OR ABOUT NOVEMBER 15, 2013, A SERIES E PREFERRED SHARE DIVIDEND OF $0.4531/SHARE ON OR ABOUT NOVEMBER 15, 2013, AND A REGULAR COMMON SHARE DIVIDEND OF $0.25/SHARE ON OR ABOUT NOVEMBER 22, 2013. THESE DIVIDENDS HAVE BEEN DECLARED BY THE CWH BOARD OF TRUSTEES. ON JUNE 21, 2013, CORVEX MANAGEMENT LP (“CORVEX”) DELIVERED A LETTER TO CWH ASSERTING THAT THE CWH BOARD OF TRUSTEES HAS BEEN REMOVED AND NO LONGER HAS AUTHORITY TO ACT FOR CWH BY REASON OF A PURPORTED SHAREHOLDERS’ CONSENT SOLICITATION BY CORVEX, RELATED FUND MANAGEMENT, LLC AND CERTAIN OF THEIR AFFILIATES. CWH AND THE BOARD OF TRUSTEES BELIEVE THIS PURPORTED CONSENT SOLICITATION HAS NO LEGAL EFFECT. THE LEGAL EFFECTIVENESS OF THE PURPORTED CONSENT SOLICITATION IS CURRENTLY THE SUBJECT OF LEGAL PROCEEDINGS BEFORE AN ARBITRATION PANEL UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION. IN THE EVENT THAT THE ARBITRATION PANEL WERE TO RULE THAT THE BOARD OF TRUSTEES HAS BEEN REMOVED BY THE PURPORTED SHAREHOLDERS’ CONSENT SOLICITATION, ITS DIVIDEND DECLARATIONS MAY BE VOID, THE DIVIDENDS MAY NOT BE PAID ON NOVEMBER 15 AND NOVEMBER 22, 2013, AS APPLICABLE, OR EVER, OR, IF THEY ARE PAID, THE DIVIDENDS MAY BE RECLAIMED BY CWH. THE RESULTS OF ARBITRATION PROCEEDINGS ARE DIFFICULT TO PREDICT AND CWH AND THE CWH BOARD OF TRUSTEES ARE UNABLE TO PROVIDE ANY ASSURANCES REGARDING SUCH RESULTS.
- THIS PRESS RELEASE STATES THAT CWH HAS DECLARED A REGULAR QUARTERLY COMMON SHARE DIVIDEND OF $0.25/SHARE. AN IMPLICATION OF THIS STATEMENT MAY BE THAT CWH WILL CONTINUOUSLY PAY QUARTERLY COMMON SHARE DIVIDENDS OF $0.25/SHARE PER QUARTER OR $1.00/SHARE PER YEAR. CWH’S COMMON SHARE DIVIDEND RATES ARE SET AND RESET FROM TIME TO TIME BY THE CWH BOARD OF TRUSTEES. THE CWH BOARD CONSIDERS MANY FACTORS WHEN SETTING COMMON DIVIDEND RATES INCLUDING CWH’S HISTORICAL AND PROJECTED INCOME, NORMALIZED FUNDS FROM OPERATIONS, THE THEN CURRENT AND EXPECTED NEEDS AND AVAILABILITY OF CASH TO PAY CWH’S OBLIGATIONS, DIVIDENDS WHICH MAY BE REQUIRED TO BE PAID TO MAINTAIN CWH’S TAX STATUS AS A REAL ESTATE INVESTMENT TRUST, THE REQUIREMENTS OF CWH’S CONTRACTUAL OBLIGATIONS (INCLUDING PROHIBITIONS IN CWH’S DEBT OBLIGATIONS WHICH PROHIBIT THE PAYMENT OF CWH’S DIVIDEND AFTER EVENTS OF DEFAULT OR OTHER CIRCUMSTANCES) AND OTHER FACTORS. ACCORDINGLY, FUTURE COMMON SHARE DIVIDEND RATES MAY BE INCREASED, DECREASED OR ELIMINATED AND THERE IS NO ASSURANCE AS TO THE RATE AT WHICH FUTURE COMMON DIVIDENDS WILL BE PAID.
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