8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 25, 2013

COMMONWEALTH REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

(617) 332-3990

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 25, 2013, CommonWealth REIT, or the Company, issued a press release announcing that it commenced a tender offer, or the Tender Offer, to purchase for cash up to $450.0 million of its outstanding 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, subject to the terms and conditions set forth in the offer to purchase and letter of transmittal related to the Tender Offer.  This Current Report on Form 8-K is not an offer to buy or solicitation of an offer to sell any of the notes subject to the Tender Offer.

A copy of the press release issued by the Company on February 25, 2013 announcing the Tender Offer is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Also on February 25, 2013, the Company issued a press release announcing that it commenced a public offering, or the Public Offering, of 27,000,000 of its common shares of beneficial interest.  It is contemplated that the underwriters involved in the Public Offering will also be granted a 30-day option to purchase up to an additional 4,050,000 common shares of beneficial interest.  A preliminary prospectus supplement relating to the offer of these common shares will be filed with the Securities and Exchange Commission.  This Current Report on Form 8-K shall not constitute an offer to sell or the 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.

A copy of the press release issued by the Company on February 25, 2013 announcing the Public Offering is filed herewith as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1        Press release dated February 25, 2013

99.2        Press release dated February 25, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:	/s/ John C. Popeo
Name:	John C. Popeo
Title:	Treasurer and Chief Financial Officer

Date:  February 25, 2013

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
	Contacts:
	Timothy A. Bonang, Vice President, Investor Relations, or Carlynn Finn, Senior Manager, Investor Relations
	(617) 796-8222

CommonWealth REIT Announces Debt Tender Offer

Newton, MA – February 25, 2013 – CommonWealth REIT (“CommonWealth”) (NYSE: CWH) today announced that it has commenced a tender offer to purchase for cash up to $450,000,000 of the outstanding principal amount of the respective debt securities listed in the table below.

The tender offer consists of an offer (the “Offer”) which 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, to purchase up to $450,000,000 aggregate principal 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”). CommonWealth refers investors to the tender offer documents for the complete terms of the Offer.

Issuer(1)	CUSIP Numbers	Title of Security	Principal Amount Outstanding (US$)	Reference U.S. Treasury Security	Bloomberg Reference Page(2)	Fixed Spread (basis points)	Acceptance Priority Level(3)	Early Tender Premium(4)
HRPT Properties Trust	40426WAQ4	5.75% Senior Notes due February 15, 2014	$244,655,000	0.75% due	FIT3	+ 50	1	$20
				August 15, 2013
HRPT Properties Trust	40426WAP6	6.40% Senior Notes due February 15, 2015	$186,000,000	0.25% due	FIT1	+ 75	2	$20
				January 31, 2015
HRPT Properties Trust	40426WAS0	5.75% Senior Notes due November 1, 2015	$250,000,000	0.25% due	FIT1	+ 125	3	$20
				January 31, 2015
HRPT Properties Trust	40426WAR2	6.25% Senior Notes due August 15, 2016	$400,000,000	0.375% due February 15, 2016	FIT1	+ 160	4	$20

(1)At the time of the issuance of the Senior Notes, the issuer, CommonWealth REIT, was then known as HRPT Properties Trust.

(2)This is the Bloomberg Reference Page to be used to spot the Reference U.S. Treasury Security as of the price determination date.

(3)If any Senior Notes are purchased in the Offer, Senior Notes tendered at or prior to the Early Tender Date (as defined herein) 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.

(4)Per $1,000 principal amount of Senior Notes accepted for purchase.  The Total Consideration (as defined herein) for each of the $1,000 principal amount of Senior Notes validly tendered and accepted for payment pursuant to the Offer will be determined by the Dealer Managers (as defined herein) in the manner described in the offer to purchase by reference to a fixed spread specified for the Series over the reference yield based on the bid-side price of the Reference U.S. Treasury Security specified in the table above on the price determination date.  Holders of Senior Notes that are validly tendered and not validly withdrawn before the Early Tender Date and accepted for purchase will receive the Total Consideration, which includes an early tender premium of $20 per $1,000 principal amount of Senior Notes accepted for purchase.

The Offer is subject to an aggregate purchase limit of US$450,000,000 in aggregate principal amount of Senior Notes (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 tender and not validly withdraw their Senior Notes at or prior to

5:00 p.m., New York City time, on March 8, 2013, unless extended (such date and time, as the same may be extended, the “Early Tender Date”) to be eligible to receive the Total Consideration (defined below), which includes an early tender premium of $20 per $1,000 principal amount of Senior Notes accepted for purchase (the “Early Tender Premium”).

Holders who validly tender their Senior Notes after the Early Tender Date will be eligible to receive only an amount equal to the Total Consideration minus the Early Tender Premium (the “Tender Offer Consideration”).

Senior Notes may be validly withdrawn at any time before 5:00 p.m., New York City time, March 8, 2013, unless such date and time is extended by us, but not thereafter.

The “Total Consideration” for each $1,000 principal amount of Senior Notes validly tendered and accepted for payment pursuant to the Offer will be determined in the manner described in the tender offer documents by reference to a fixed spread specified for the series over the yield based on the bid-side price of the Reference U.S. Treasury Security specified in the table above, as calculated by Citigroup Global Markets Inc. and RBC Capital Markets, LLC (the “Dealer Managers”), in accordance with standard market practice, at 2:00 p.m., New York City time, on March 11, 2013.  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 in the Offer.

The Offer is being made on terms, including at acceptance priority and proration, and is subject to the satisfaction of certain conditions, including a financing condition, as specified in the tender offer documents.

Information relating to the Offer

The tender offer documents for all of the Senior Notes are being distributed to holders beginning today. Citigroup Global Markets Inc. and RBC Capital Markets, LLC are the Dealer Managers for the Offer. Investors with questions regarding the Offer may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) and RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect). Global Bondholder Services Corp. is the tender agent and information agent for the Offer and can be contacted at (212) 430-3774 or (866) 952-2200 (toll-free).

None of CommonWealth, the tender agent, the information agent, or the Dealer Managers makes any recommendation as to whether holders of Senior Notes referred to in this press release should tender their Senior Notes in the Offer. This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Senior Notes. The full details of the Offer for the Senior Notes, including complete instructions on how to tender Senior Notes, will be included in the offer to purchase, the letter of transmittal and related materials. Holders are strongly encouraged to read carefully the offer to purchase and letter of transmittal and any other related materials, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they will contain important information.

Holders may obtain a copy of the tender offer documents, free of charge, from Global Bondholder Services Corp., the tender agent and information agent in connection with the Offer, by calling toll-free at (866) 952-2200 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Offer.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON COMMONWEALTH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE, ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFER FOR A MAXIMUM OF $450,000,000 OF SENIOR NOTES, COMMONWEALTH MAY PURCHASE FEWER SENIOR NOTES, TERMS OF THE OFFER MAY CHANGE OR THE OFFER MAY BE TERMINATED. IN ADDITION, THE OFFER IS SUBJECT TO A FINANCING CONDITION THAT MAY NOT

BE COMPLETED. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENT.

(end)

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations, or Carlynn Finn, Senior Manager, Investor Relations

(617) 796-8222

CommonWealth REIT Announces Proposed Public Offering

of 27,000,000 Common Shares

Newton, MA (February 25, 2013):  CommonWealth REIT (NYSE: CWH) today announced it has commenced a public offering of 27,000,000 common shares.  CWH expects that the underwriters will also be granted a 30-day option to purchase up to an additional 4,050,000 common shares.

CWH expects to use the proceeds of this offering to purchase up to $450 million of unsecured senior notes due between 2014 and 2016 in a tender offer CWH has also announced today.  The tender offer is conditioned upon this offering.  However, the completion of the tender offer is not a condition of the sale of the common shares being sold in this equity offering.  Proceeds from the sale of common shares not used to repurchase notes in the tender offer will be used to repay other debt and to fund general business purposes. This press release is not an offer to buy or solicitation of an offer to sell any of the notes subject to the tender offer; for more information about the tender offer, please see a separate press release regarding the tender offer and the documents referenced therein.

The joint book running managers for the common share offering are Citigroup, BofA Merrill Lynch, UBS Investment Bank and Morgan Stanley.  The joint lead managers are Jefferies and RBC Capital Markets.

This press release is neither an offer to sell nor a solicitation of an offer to buy CWH 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 preliminary prospectus supplement relating to this

offering and related prospectus are expected to be filed with the Securities and Exchange Commission (SEC) and copies can 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 dg.prospectusrequests@baml.com; UBS Investment Bank, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171, telephone: (888) 827-7275; or Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, telephone (866) 718-1649, email: prospectus@morganstanley.com.

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 CWH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED.  FOR EXAMPLE, ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFERING OF 27,000,000 COMMON SHARES, GREATER OR LESS THAN 27,000,000 COMMON SHARES MAY BE SOLD OR THIS OFFERING MAY BE WITHDRAWN.  INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENT.

 (end)