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Two Harbors Investment Corp. (NYSE:TWO) Files An 8-K Entry into a Material Definitive Agreement

Two Harbors Investment Corp. (NYSE:TWO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.
On June 28, 2017, to a Contribution Agreement dated June 22, 2017
(the Contribution Agreement), which was previously disclosed in a
Current Report on Form 8-K filed on June 23, 2017 (June 23, 2017
Form 8-K), Two Harbors Operating Company LLC (Two Harbors LLC), a
wholly owned subsidiary of Two Harbors Investment Corp. (Two
Harbors), completed the transfer of its 50% equity interest in TH
Commercial Holdings LLC to Granite Point Mortgage Trust Inc.
(Granite Point) and took certain other actions in connection with
the formation transactions, which occurred simultaneously with
the closing of Granite Points initial public offering. In
exchange for its contribution, Two Harbors LLC received
approximately 33.1 million shares of common stock of Granite
Point and other consideration.
In connection with the closing of the Contribution Agreement, the
Management Agreement dated as of October 28, 2009 among Two
Harbors, Two Harbors LLC and PRCM Advisers LLC was amended (the
Amendment) to revise the definition of Stockholders Equity to
exclude from such amount the consolidated stockholders equity of
Granite Point and its subsidiaries as well as the outstanding
principal balance of the promissory note received by Two Harbors
upon sale of Granite Point preferred shares.
The foregoing descriptions of the Contribution Agreement and the
Amendment do not purport to be complete and are qualified in
their entirety by reference to, respectively, the Contribution
Agreement, a copy of which was attached as Exhibit 99.1 to the
June 23, 2017 Form 8-K, and the Amendment, a copy of which is
filed as Exhibit 10.1 to this Form 8-K, both of which are
incorporated herein by reference.
Item 8.01 Other Events.
On June 28, 2017, Two Harbors issued a press release announcing
an adjustment to the conversion rate for its 6.25% convertible
senior notes due 2022. A copy of the press release announcing the
conversion rate adjustment is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Third Amendment to Management Agreement, dated June 28,
2017.
99.1
Press Release of Two Harbors Investment Corp., dated
June 28, 2017.

TWO HARBORS INVESTMENT CORP. ExhibitEX-10.1 2 exhibit101.htm THIRD AMENDMENT TO MANAGEMENT AGREEMENT,…To view the full exhibit click here About Two Harbors Investment Corp. (NYSE:TWO)
Two Harbors Investment Corp. is a real estate investment trust. The Company is focused on investing in, financing and managing residential mortgage-backed securities (RMBS), residential mortgage loans, mortgage servicing rights (MSR), commercial real estate and other financial assets. The Company’s target asset classes include Agency RMBS collateralized by fixed rate mortgage loans, adjustable-rate mortgage (ARM) loans or hybrid mortgage loans, including mortgage pass-through certificates, collateralized mortgage obligations, the Federal Home Loan Mortgage Corporation gold certificates, the Federal National Mortgage Association certificates, the Government National Mortgage Association (Ginnie Mae) certificates, to-be-announced forward contracts, and interest-only and inverse interest-only securities; Non-Agency RMBS, including both senior and mezzanine RMBS, and floating and fixed rate commercial real estate loans. The Company is managed and advised by PRCM Advisers LLC.

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