Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity (Notes)

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Stockholders' Equity (Notes)
 12 Months Ended
Dec. 31, 2012
Stockholders' Equity Attributable to Parent [Abstract]  
Stockholders' Equity
Stockholders' Equity
Common stock
As of December 31, 2012, the Company had 298,813,258 shares of common stock outstanding and 13,531,429 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.
The following table presents a reconciliation of the common shares outstanding from inception through December 31, 2012:
 
Number of common shares
Common shares outstanding, December 31, 2009
13,401,368

Issuance of common stock
27,063,381

Issuance of restricted stock (fully vested)
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

Issuance of common stock
158,184,529

Issuance of restricted stock (1)
32,021

Common shares outstanding, December 31, 2012
298,813,258

____________________
(1)
Represents shares of restricted stock granted under the 2009 equity incentive plan, of which 25,325 restricted shares remained subject to vesting requirements at December 31, 2012.

Distributions to stockholders
The following table presents cash dividends declared by the Company on its common stock from October 28, 2009 through December 31, 2012:
Declaration Date
 
Record Date
 
Payment Date
 
Cash Dividend Per Share
December 17, 2012
 
December 31, 2012
 
January 18, 2013
 
$
0.55

September 12, 2012
 
September 24, 2012
 
October 22, 2012
 
$
0.36

June 12, 2012
 
June 22, 2012
 
July 20, 2012
 
$
0.40

March 14, 2012
 
March 26, 2012
 
April 20, 2012
 
$
0.40

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



Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) at December 31, 2012 and December 31, 2011 was as follows:
(in thousands)
December 31,
2012
 
December 31,
2011
Available-for-sale securities, at fair value
 
 
 
Unrealized gains
$
724,696

 
$
120,745

Unrealized losses
(28,238
)
 
(179,461
)
Accumulated other comprehensive income (loss)
$
696,458

 
$
(58,716
)


Public offerings
On January 17, 2012, the Company completed a public offering of 34,000,000 shares of its common stock and issued an additional 5,100,000 shares of common stock pursuant to the underwriters' over-allotments at a price of $9.17 per share, for gross proceeds of approximately $358.5 million. On February 24, 2012, the Company completed a public offering of 30,000,000 shares of its common stock and issued an additional 4,500,000 shares of common stock pursuant to the underwriter's over-allotments at a price of $9.90 per share, for gross proceeds of approximately $341.6 million. On July 18, 2012, the Company completed a public offering of 50,000,000 shares of its common stock and issued an additional 7,500,000 shares of common stock pursuant to the underwriters' over-allotments at a price of $10.44 per share, for gross proceeds of approximately $600.3 million. Net proceeds to the Company from the three offerings were approximately $1.3 billion, net of issuance costs of approximately $16.1 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 were originally reserved for issuance under the plan. As of December 31, 2012, 84,287 shares have been issued under the plan for total proceeds of $0.9 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. On November 14, 2012, the Board of Directors authorized an increase of 15,000,000 shares to the previously authorized share repurchase program for a total of 25,000,000 authorized shares. Shares may 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 Exchange Act 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 SEC rules. The Company did not repurchase any of its common stock during the fiscal years ended December 31, 2012 or 2011.
At-the-Market Offering
On May 25, 2012, the Company entered into an equity distribution agreement under which the Company may sell up to an aggregate of 20,000,000 shares of its common stock from time to time in any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act. During the year ended December 31, 2012, the company sold 7,585,869 shares of common stock for total accumulated net proceeds of approximately $77.6 million.
Warrants
During the year ended December 31, 2012, warrantholders exercised 19,417,571 warrants to purchase 19,417,571 shares of the Company's common stock, at an exercise price of $11.00 per share, resulting in proceeds to the Company totaling approximately $213.6 million. Additionally, certain Capitol founders holding warrants containing cashless exercise provisions exercised 300,000 warrants, on a cashless basis, resulting in the surrender of 277,452 shares of common stock and the issuance of 22,548 shares of common stock. No proceeds were received by the Company as a result of the cashless exercises. As of December 31, 2012, 13,531,429 warrants to purchase 13,531,429 shares of common stock remain outstanding.