Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity (Notes)

Stockholders' Equity (Notes)
3 Months Ended
Mar. 31, 2013
Stockholders' Equity Attributable to Parent [Abstract]  
Stockholders' Equity
Stockholders' Equity
Distributions to Stockholders
The following table presents cash dividends declared by the Company on its common stock from October 28, 2009 through March 31, 2013:
Declaration Date
Record Date
Payment Date
Cash Dividend Per Share
March 18, 2013
April 2, 2013
April 24, 2013

December 17, 2012
December 31, 2012
January 18, 2013

September 12, 2012
September 24, 2012
October 22, 2012

June 12, 2012
June 22, 2012
July 20, 2012

March 14, 2012
March 26, 2012
April 20, 2012

December 14, 2011
December 27, 2011
January 20, 2012

September 14, 2011
September 26, 2011
October 20, 2011

June 14, 2011
June 24, 2011
July 20, 2011

March 2, 2011
March 14, 2011
April 14, 2011

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

September 13, 2010
September 30, 2010
October 21, 2010

June 14, 2010
June 30, 2010
July 22, 2010

March 12, 2010
March 31, 2010
April 23, 2010

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

Special Dividend of Silver Bay Common Stock
On March 18, 2013, the Company's board of directors declared a special dividend pursuant to which the 17,824,647 shares of Silver Bay common stock the Company received in exchange for the contribution of its equity interests in Two Harbors Property Investment LLC to Silver Bay on December 19, 2012 would be distributed, on a pro rata basis, to Two Harbors stockholders of record at the close of business on April 2, 2013. The final distribution ratio for the stock dividend was determined to be 0.048825853 shares of Silver Bay common stock for each share of the Company's common stock outstanding as of April 2, 2013. The dividend was payable on or about April 24, 2013.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income at March 31, 2013 and 2012 was as follows:
(in thousands)
March 31,
December 31,
Available-for-sale securities, at fair value
Unrealized gains


Unrealized losses
Accumulated other comprehensive income


Public Offering
On March 22, 2013, 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 $13.46 per share, for gross proceeds of approximately $774.0 million. Net proceeds to the Company were approximately $762.9 million, net of issuance costs of approximately $11.1 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 March 31, 2013, 109,744 shares have been issued under the plan for total proceeds of $1.2 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. On November 14, 2012, the Board of Directors authorized an increase in the share repurchase program of 15,000,000, for a total of 25,000,000 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. As of March 31, 2013, the Company has not repurchased any shares under the program.
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. As of March 31, 2013, 7,585,869 shares of common stock have been sold under the equity distribution agreement for total accumulated net proceeds of approximately $77.6 million; however, no shares were sold during the three months ended March 31, 2013.
During the three months ended March 31, 2013, warrantholders exercised 5,797,328 warrants to purchase 5,797,328 shares of the Company's common stock, at an exercise price of $11.00 per share, resulting in proceeds to the Company totaling approximately $63.8 million. Additionally, certain Capitol founders holding warrants containing cashless exercise provisions exercised 100,000 warrants on a cashless basis, resulting in the surrender of 93,649 shares of common stock and the issuance of 6,351 shares of common stock. No proceeds were received by the Company as a result of the cashless exercises. As of March 31, 2013, 7,634,101 warrants to purchase 7,634,101 shares of common stock remained outstanding.
On March 18, 2013, the Company announced an adjustment to (1) the exercise price payable upon exercise of the warrants, and (2) the number of shares of company common stock issuable upon exercise of the warrants and payment of the exercise price therefore. These adjustments are required under the terms of the warrant agreement as a result of the special dividend of Silver Bay common stock. Calculation of the adjustments was determined based on, among other things, the closing price of the Company’s common stock on the business day immediately preceding the ex-dividend date for the stock dividend and the fair market value of the stock dividend to be received for each share of the Company’s common stock on the ex-dividend date. As a result, on April 2, 2013, the exercise price of the warrants was lowered to $10.25 per warrant share and the number of shares of the Company’s common stock issuable for each warrant share exercised was increased to 1.0727 shares.