Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity

13. Stockholders’ Equity

Stock Issuances

CapLease’s authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2011, CapLease had issued and outstanding 66,275,535 shares of common stock, and 3,204,900 shares of 8.125% Series A cumulative redeemable preferred stock.

Common Stock

The following table summarizes CapLease’s common stock issuances from its incorporation date (October 31, 2003) through December 31, 2011.

Date	Shares			Offering Price (actual or average)		Net Proceeds (after expenses)			Transaction description
Pre-IPO Capitalization
November 2003		139,134		$	0.10	$	14		Initial capitalization – issuances to current and former employees of the Operating Partnership
March 2004		3,968,800			N.A.		N.A.		Initial capitalization – issuances of CapLease common stock in exchange for the acquisition of the Operating Partnership from its former owners
Marketed Offerings
March 2004		23,000,000		$	10.50	$	221,778		Initial public offering of CapLease common stock
May 2006		5,747,000		$	10.55	$	57,282		Follow-on public offering of CapLease common stock
May/June 2007		10,350,000		$	10.75	$	104,682		Follow-on public offering of CapLease common stock
April/May 2011		10,150,000		$	5.60	$	54,050		Follow-on public offering of CapLease common stock
Direct Placements
September 2008		1,317,524		$	7.59	$	9,957		Direct issuance of CapLease common stock to institutional buyer
March 2010		3,144,654		$	4.77	$	14,985		Direct issuance of CapLease common stock to institutional buyer
OP Unit Exchange
September 2008		107,131			N.A. (1)		N.A.		Issuance of CapLease common stock in exchange for the same number of Operating Partnership units
DRIP/DSP Plan Issuances
Various 2007		1,111,641		$	10.38	$	11,538		Issuances of CapLease common stock through CapLease Dividend Reinvestment and Direct Stock Purchase Plan
Various 2008		1,222,855		$	7.96	$	9,692		Issuances of CapLease common stock through CapLease Dividend Reinvestment and Direct Stock Purchase Plan
Various 2009		807,661		$	3.60	$	2,910		Issuances of CapLease common stock through CapLease Dividend Reinvestment and Direct Stock Purchase Plan
Various 2010		103		$	5.85	$	1		Issuances of CapLease common stock through CapLease Dividend Reinvestment and Direct Stock Purchase Plan
Various 2011		27,697		$	5.72	$	158		Issuances of CapLease common stock through CapLease Dividend Reinvestment and Direct Stock Purchase Plan
ATM Issuances
November/December 2006		160,900		$	11.91	$	1,851		Issuances of CapLease common stock through “at the market offering” (“ATM”) program
Various 2009		2,410,800		$	3.49	$	8,136		Issuances of CapLease common stock through ATM program
Various 2010		2,137,500		$	4.86	$	10,117		Issuances of CapLease common stock through ATM program
Various 2011		14,200		$	6.00	$	84		Issuances of CapLease common stock through ATM program
CapLease 2004 Stock Incentive Plan Awards
Various (2004 – 2011)		3,751,575			N.A.		N.A.		Issuances of CapLease common stock through CapLease 2004 Stock Incentive Plan (See Note 14)
Less: Stock Repurchases
October 2007		(1,524,390	)	$	9.84	$	(7,976	)	Repurchase of CapLease common stock in connection with convertible senior note issuance
Various 2011		(1,769,250	)	$	3.79	$	(6,700	)	Repurchase of CapLease common stock pursuant to Board authorized repurchase program
Total		66,275,535

¹ Units were originally issued at a price of $11.40 per unit.

8.125% Series A Cumulative Redeemable Preferred Stock

In October 2005, CapLease issued 1,400,000 shares of 8.125% Series A cumulative redeemable preferred stock in a public offering at a price to the public of $25.00 per share. The Company received net proceeds in the transaction (after deducting underwriting discounts and commissions and offering expenses) of approximately $33,657.

On March 31, 2010, CapLease issued 1,800,000 shares of 8.125% Series A cumulative redeemable preferred stock in a public offering at a price of $23.06 per share, resulting in an effective annual yield of 9.00%. The Company received net proceeds in the transaction (after deducting underwriting discounts and commissions and offering expenses) of approximately $40,109, including $884 of accrued dividends.

During the year ended December 31, 2010, CapLease issued an aggregate of 4,900 shares of 8.125% Series A cumulative redeemable preferred stock through its “at the market offering” program with Brinson Patrick Securities Corporation at an average price of $24.96 per share, for net proceeds of $120.

The Series A preferred stock ranks senior to CapLease’s common stock and junior to all of the Company’s existing and future indebtedness. Investors in the Series A preferred stock are entitled to receive cumulative cash distributions at a rate of 8.125% per annum of the $25.00 liquidation preference per share (equivalent to $2.03125 per annum per share). The annual dividend rate will increase to 9.125% if the Series A preferred stock is delisted from the New York Stock Exchange following a change of control of CapLease.

If CapLease liquidates, dissolves or wind ups its operations, the Series A preferred stock holders will have the right to receive $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to the date of payment, before any payment is made to CapLease’s common stock holders. The Series A preferred stock does not have any stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. CapLease may redeem the Series A preferred stock for cash at its option, in whole or from time to time in part, at a redemption price of $25.00 per share, plus accrued and unpaid dividends (whether or not declared) to the redemption date.

Holders of Series A preferred stock generally have no voting rights. However, Series A preferred stock holders will have limited voting rights if CapLease fails to pay dividends on the Series A preferred stock for six or more quarterly periods (whether or not consecutive), or if CapLease issues shares of capital stock senior to the Series A preferred stock or makes changes to the terms of the Series A preferred stock that would be materially adverse to the rights of holders of Series A preferred stock.

The Series A preferred stock is not convertible into or exchangeable for CapLease’s common stock or any of the Company’s other securities or property.

Share Repurchase Program

During August 2011, the Company announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase in the aggregate up to $20,000 of its outstanding common stock. The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. The timing and extent to which the Company repurchases its shares will depend upon a variety of factors, including market conditions, the Company’s liquidity, and regulatory requirements.

During the year ended December 31, 2011, the Company repurchased an aggregate of 1,769,250 shares of common stock at an average price of $3.79 per share, utilizing an aggregate of $6,736 of cash on hand.

Dividends

The following table summarizes the dividend history on shares of CapLease common stock for the periods indicated.

Quarter Ended	Record Date	Payment Date	Dividend Per Share		Total Amount
3/31/2009	3/31/2009	4/15/2009	$	0.05	$	2,396
6/30/2009	6/30/2009	7/15/2009		0.05		2,433
9/30/2009	9/30/2009	10/15/2009		0.05		2,577
12/31/2009	12/31/2009	1/15/2010		0.06		3,103
3/31/2010	3/31/2010	4/15/2010		0.06		3,431
6/30/2010	6/30/2010	7/15/2010		0.06		3,431
9/30/2010	9/30/2010	10/15/2010		0.06		3,431
12/31/2010	12/31/2010	1/18/2011		0.065		3,736
3/31/2011	3/31/2011	4/15/2011		0.065		3,764
6/30/2011	6/30/2011	7/15/2011		0.065		4,424
9/30/2011	9/30/2011	10/17/2011		0.065		4,321
12/31/2011	12/30/2011	1/17/2012		0.065		4,308

The Company did not declare a dividend on CapLease common stock during the fourth quarter of 2008.

The following table summarizes the dividend history on shares of CapLease Series A preferred stock for the periods indicated.

Quarter Ended	Record Date	Payment Date	Dividend Per Share		Total Amount
12/31/2008	12/31/2008	1/15/2009	$	0.5078125	$	711
3/31/2009	3/31/2009	4/15/2009		0.5078125		711
6/30/2009	6/30/2009	7/15/2009		0.5078125		711
9/30/2009	9/30/2009	10/15/2009		0.5078125		711
12/31/2009	12/31/2009	1/15/2010		0.5078125		711
3/31/2010	3/31/2010	4/15/2010		0.5078125		1,625
6/30/2010	6/30/2010	7/15/2010		0.5078125		1,625
9/30/2010	9/30/2010	10/15/2010		0.5078125		1,625
12/31/2010	12/31/2010	1/18/2011		0.5078125		1,627
3/31/2011	3/31/2011	4/15/2011		0.5078125		1,627
6/30/2011	6/30/2011	7/15/2011		0.5078125		1,627
9/30/2011	9/30/2011	10/17/2011		0.5078125		1,627
12/31/2011	12/30/2011	1/17/2012		0.5078125		1,627