Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

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Shareholders' Equity
 12 Months Ended
Dec. 31, 2012
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
Shareholders’ Equity

Preferred Shares

At December 31, 2012, we had 25.0 million preferred shares of beneficial interest (“preferred shares”) authorized at $0.01 par value. The table below sets forth additional information pertaining to our preferred shares (dollars in thousands, except per share data):
Series
 
# of Shares Issued
 
Aggregate Liquidation Preference
 
Month of Issuance
 
Annual Dividend Yield
 
 Annual Dividend Per Share
 
Earliest Redemption Date
Series H
 
2,000,000

 
$
50,000

 
December 2003
 
7.500
%
 
$
1.87500

 
12/18/2008
Series J
 
3,390,000

 
84,750

 
July 2006
 
7.625
%
 
$
1.90625

 
7/20/2011
Series K
 
531,667

 
26,583

 
January 2007
 
5.600
%
 
$
2.80000

 
1/9/2017
Series L
 
6,900,000

 
172,500

 
June 2012
 
7.375
%
 
$
1.84375

 
6/27/2017
 
 
12,821,667

 
$
333,833

 
 
 
 
 
 
 
 


Each series of preferred shares is nonvoting and redeemable for cash in the amount of its liquidation preference at our option on or after the earliest redemption date. The Series K Cumulative Redeemable Preferred Shares are also convertible, subject to certain conditions, into common shares on the basis of 0.8163 common shares for each preferred share. Holders of all preferred shares are entitled to cumulative dividends, payable quarterly (as and if declared by our Board of Trustees). In the case of each series of preferred shares, there is a series of preferred units in the Operating Partnership owned by us that carries substantially the same terms.
 
On June 27, 2012, we completed the public offering of 6.9 million Series L Cumulative Preferred Shares of beneficial interest (“Series L Preferred Shares”) at a price of $25.00 per share for net proceeds of $165.7 million after underwriting discounts but before offering expenses. We contributed the net proceeds from the sale to our Operating Partnership in exchange for 6.9 million Series L Preferred Units. The Series L Preferred Units carry terms that are substantially the same as the Series L Preferred Shares.

On August 6, 2012, we redeemed all of our outstanding 8% Series G Preferred Shares of beneficial interest (the “Series G Preferred Shares”) at a price of $25.00 per share, or $55.0 million in the aggregate, plus accrued and unpaid dividends thereon through the date of redemption. We recognized a $1.8 million decrease to net income available to common shareholders pertaining to the original issuance costs incurred on the Series G Preferred Shares at the time of the redemption.

Common Shares

During 2011 and 2012, we completed the following public offerings of common shares:

•
4.6 million common shares in May 2011 at a public offering price of $33.00 per share for net proceeds of $145.7 million after underwriter discounts but before offering expenses; and
•
8.6 million common shares in October 2012 at a public offering price of $24.75 per share for net proceeds of $204.9 million after underwriter discounts but before offering expenses.

In October 2012, we established an at-the-market (“ATM”) stock offering program under which we may, from time to time, offer and sell common shares in “at the market” stock offerings having an aggregate gross sales price of up to $150.0 million. We completed no sales of shares under this program in 2012.

Holders of common units in our Operating Partnership converted their units into common shares on the basis of one common share for each common unit in the amount of 234,246 in 2012 and 100,939 in 2011.

We declared dividends per common share of $1.10 in 2012, $1.65 in 2011 and $1.61 in 2010.

See Note 13 for disclosure of common share activity pertaining to our share-based compensation plans.