Shareholders' Equity

9 Months Ended

Sep. 30, 2013

Shareholders' Equity

Shareholders' Equity

Note 8.  Shareholders’ Equity

The following is a reconciliation of changes in shareholders’ equity for the nine months ended September 30, 2013:

	Shareholders’			Shareholders’
	Equity			Equity
	Attributable to			Attributable to			Total
	CommonWealth			Noncontrolling			Shareholders’
	REIT			Interest			Equity
Balances at December 31, 2012	$	3,105,428		$	396,040		$	3,501,468
Net (loss) income	(171,759		)	20,093			(151,666		)
Other comprehensive income (loss):
Unrealized gain on derivative instruments	4,011			—			4,011
Foreign currency translation adjustments	(31,393		)	—			(31,393		)
Equity in unrealized loss of an investee	(113		)	(36		)	(149		)
Total comprehensive (loss) income	(199,254		)	20,057			(179,197		)
Issuance of common shares, net	626,851			(42		)	626,809
Share grants	1,567			252			1,819
Distributions	(113,559		)	(14,863		)	(128,422		)
Deconsolidation of a subsidiary	—			(401,444		)	(401,444		)
Balances at September 30, 2013	$	3,421,033		$	—		$	3,421,033

Common Share Issuances by CWH:

In March 2013, we issued 34,500,000 common shares (including 4,500,000 common shares sold pursuant to the underwriters’ option to purchase additional shares) in a public offering for $19.00 per common share, raising gross proceeds of $655,500 ($626,904 after deducting underwriters’ discounts and commissions and expenses).  Net proceeds from this offering were used to repay indebtedness, including amounts borrowed under our revolving credit facility and to fund, in part, the purchase of the senior notes that were tendered in the tender offer discussed in Note 10.

On May 14, 2013, we granted 2,000 common shares of beneficial interest, par value $0.01 per share, valued at $20.13 per share, the closing price of our common shares on the New York Stock Exchange, or NYSE, on that day, to each of our five Trustees as part of their annual compensation.

On September 13, 2013, pursuant to our equity compensation plan, we granted an aggregate of 73,450 common shares, which were valued at $23.72 per share, the closing price of our common shares on the NYSE on that day, to our officers and certain employees of our manager, RMR.

Common and Preferred Share Distributions:

On each of February 15, 2013, May 15, 2013, and August 15, 2013, we paid quarterly distributions on our series D preferred shares of $0.4063 per share, or $6,167, and quarterly distributions on our series E preferred shares of $0.4531 per share, or $4,984, both of which were paid to shareholders of record as of February 1, 2013, May 1, 2013, and August 1, 2013, respectively.

On February 21, 2013, we paid a quarterly distribution on our common shares of $0.25 per share, or $20,951, to shareholders of record on January 22, 2013.  On May 22, 2013, we paid a quarterly distribution on our common shares of $0.25 per share, or $29,576, to shareholders of record on April 23, 2013.  On August 23, 2013, we paid a quarterly distribution on our common shares of $0.25 per share, or $29,579, to shareholders of record on July 26, 2013.

In October 2013, we declared a distribution of $0.25 per common share, or approximately $29,600, which we expect to pay on or about November 22, 2013 to shareholders of record on October 25, 2013.  We also announced in October 2013 a quarterly distribution on our series D preferred shares of $0.4063 per share, or $6,167, and a quarterly distribution on our series E preferred shares of $0.4531 per share, or $4,984, both of which we expect to pay on or about November 15, 2013 to our preferred shareholders of record as of November 1, 2013.

Our revolving credit facility agreement and term loan agreement contain a number of financial and other covenants, including a covenant which restricts our ability to make distributions under certain circumstances.  See Note 10 for additional information about our revolving credit facility agreement and term loan agreement.