Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity (Notes)

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Stockholders' Equity (Notes)
 12 Months Ended
Dec. 31, 2011
Stockholders' Equity Attributable to Parent [Abstract]  
Stockholders' Equity
Stockholders' Equity
Common stock
As of December 31, 2011, the Company had 140,596,708 shares of common stock outstanding and 33,249,000 warrants outstanding. The warrants, which can be converted into a share of common stock on a one-for-one basis, had an exercise price of $11.00 per share and expire on November 7, 2013. The warrant agreement limits a holder's ability to exercise warrants to ensure that such holder's beneficial ownership or constructive ownership (as defined in our charter) does not exceed the restrictions contained in the charter limiting the ownership of shares of our common stock for purposes of maintaining our REIT qualification.
A reconciliation of the common shares outstanding from inception through December 31, 2011 is as follows:
 
Number of common shares
Common shares outstanding, January 1, 2009
32,811,257

Initial capital issuance from formation
—

Cancellation of Capitol Founders' shares
(6,562,257
)
Common shares converted to cash
(6,875,130
)
Common shares acquired by Capitol
(5,994,661
)
Issuance of restricted stock (1)
22,159

Common shares outstanding, December 31, 2009
13,401,368

Issuance of common stock
27,063,381

Issuance of restricted stock (1)
36,463

Common shares outstanding, December 31, 2010
40,501,212

Issuance of common stock
100,075,746

Issuance of restricted stock (1)
19,750

Common shares outstanding, December 31, 2011
140,596,708

____________________
(1)
Represents shares of restricted stock granted under the 2009 equity incentive plan, of which 51,447 restricted shares remain subject to vesting requirements.

Distributions to stockholders
The following table presents cash dividends declared by the Company on its common stock from October 28, 2009 through December 31, 2011:
Declaration Date
 
Record Date
 
Payment Date
 
Cash Dividend Per Share
December 14, 2011
 
December 27, 2011
 
January 20, 2012
 
$
0.40

September 14, 2011
 
September 26, 2011
 
October 20, 2011
 
$
0.40

June 14, 2011
 
June 24, 2011
 
July 20, 2011
 
$
0.40

March 2, 2011
 
March 14, 2011
 
April 14, 2011
 
$
0.40

December 8, 2010
 
December 17, 2010
 
January 20, 2011
 
$
0.40

September 13, 2010
 
September 30, 2010
 
October 21, 2010
 
$
0.39

June 14, 2010
 
June 30, 2010
 
July 22, 2010
 
$
0.33

March 12, 2010
 
March 31, 2010
 
April 23, 2010
 
$
0.36

December 21, 2009
 
December 31, 2009
 
January 26, 2010
 
$
0.26



Dividend distributions for the year ended December 31, 2011 were characterized , for Federal income tax purposes, as 95.9% ordinary income and 4.1% long term capital. During 2011, a portion of the Company's ordinary dividend is classified as qualified dividend income (QDI), as defined in the Internal Revenue Code of 1986, as amended. The Company's dividends declared in 2010 and 2009 were characterized as ordinary non-qualified dividends.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) at December 31, 2011 and December 31, 2010 was as follows:
(in thousands)
December 31,
2011
 
December 31,
2010
Available-for-sale securities, at fair value
 
 
 
Unrealized gains
$
120,745

 
$
30,811

Unrealized losses
(179,461
)
 
(8,192
)
Accumulated other comprehensive income (loss)
$
(58,716
)
 
$
22,619



Public offerings
On March 16, 2011, the Company completed a public offering of 25,000,000 shares of its common stock and subsequently issued an additional 3,750,000 shares of common stock pursuant to the underwriters' over-allotments at a price of $10.25 per share, for gross proceeds of approximately $294.7 million. On May 25, 2011, the Company completed a public offering of 20,000,000 shares of its common stock and subsequently issued an additional 3,000,000 shares of common stock pursuant to the underwriters' over-allotments at a price of $10.40 per share, for gross proceeds of approximately $239.2 million. On July 15, 2011, the Company completed a public offering of 42,000,000 shares of its common stock and subsequently issued an additional 6,300,000 shares of common stock pursuant to the underwriters' over-allotments at a price of $10.15 per share, for gross proceeds of approximately $490.2 million. Net proceeds to the Company from the three offerings were approximately $1.0 billion, net of issuance costs of approximately $17.6 million.
Dividend Reinvestment and Direct Stock Purchase Plan
The Company sponsors a dividend reinvestment and direct stock purchase plan through which stockholders may purchase additional shares of the Company's common stock by reinvesting some or all of the cash dividends received on shares of the Company's common stock. Stockholders may also make optional cash purchases of shares of the Company's common stock subject to certain limitation detailed in the plan prospectus. An aggregate of 7.5 million shares of our common stock have been reserved for issuance under the plan. As of December 31, 2011, 15,774 shares have been issued under the plan for total proceeds of $0.2 million.
Share Repurchase Program
On October 5, 2011, the Company's Board of Directors authorized a Share Repurchase Program, which allows the Company to repurchase up to 10,000,000 shares of its common stock. The shares are expected to be repurchased from time to time through privately negotiated transactions or open market transactions, pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended, or by any combination of such methods. The manner, price, number and timing of share repurchases will be subject to a variety of factors, including market conditions and applicable U.S. Securities and Exchange Commission rules. The Company did not repurchase any of its common stock during the fiscal year ended December 31, 2011.