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EX-10.1 - EX-10.1 - CommonWealth REITa13-4373_1ex10d1.htm

 

 

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 4, 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:

 

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

 

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

 

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

 

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

 

 

 



 

Item 1.01. Entry into a Material Definitive Agreement.

 

On February 4, 2013, our majority owned subsidiary, Select Income REIT, or SIR, entered into an Agreement Regarding Commitment Increases, or the Agreement, pursuant to which the amount of SIR’s revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and a lender, and a syndicate of other lenders, or the revolving credit facility, was increased from $500 million to $750 million.

 

The foregoing description of the revolving credit facility, as amended, is not complete and is subject to and qualified in its entirety by reference to (i) the revolving credit facility, a copy of which is attached as Exhibit 10.1 to SIR’s Current Report on Form 8-K dated March 6, 2012, File No. 001-35442, (ii) the first amendment to the revolving credit facility, a copy of which is attached as Exhibit 10.1 to SIR’s Current Report on Form 8-K dated July 12, 2012, File No. 001-35442, and (iii) the Agreement, a copy of which is attached hereto as Exhibit 10.1, each of which is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The description of the revolving credit facility, as amended, and the Agreement under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

 

WARNING CONCERNING FORWARD LOOKING STATEMENTS

 

THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH CONSTITUTE 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 OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND OUR CONTROL.  FOR EXAMPLE THIS CURRENT REPORT ON FORM 8-K DISCUSSES POSSIBLE FUTURE BORROWINGS UNDER THE REVOLVING CREDIT FACILITY.  CONTINUED AVAILABILITY OF BORROWINGS UNDER THE REVOLVING CREDIT FACILITY IS SUBJECT TO SIR’S SATISFYING CERTAIN FINANCIAL COVENANTS AND MEETING OTHER CUSTOMARY CONDITIONS.

 

FOR THESE REASONS, AMONG OTHERS, YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

10.1                        Agreement Regarding Commitment Increases, dated as of February 4, 2013, by and among Select Income REIT, Wells Fargo Bank, National Association, as Administrative Agent and the other parties thereto. (Incorporated by reference to Exhibit 10.1 to Select Income REIT’s Current Report on Form 8-K dated February 4, 2013, File No. 001-35442)

 



 

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 4, 2013