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.

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On February8, 2019, Two Harbors Investment Corp. (“Two Harbors,” “we,” “our” or “us”) entered into an equity distribution agreement (“the “Equity Distribution Agreement”) with Credit Suisse Securities (USA) LLC, which we refer to as the “Sales Agent.” In accordance with the terms of the Equity Distribution Agreement, we may offer and sell up to 35,000,000 shares of our common stock, par value $0.01 per share (the “Shares”), from time to time through the Sales Agent.

Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange. The Sales Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and us. The Sales Agent will be entitled to total compensation of up to 2% of the gross proceeds from the sale of the Shares sold under the Equity Distribution Agreement.

The Shares will be issued to the Company’s shelf registration statement on FormS-3 (No.333-223311) (the “Registration Statement”), including the prospectus, dated February28, 2018, and the prospectus supplement, dated February8, 2019, as the same may be amended or supplemented.

The Company has agreed to indemnify the Sales Agent against certain specified types of liabilities, including liabilities under the Securities Act, or to contribute to payments that the sales agent may be required to make because of those liabilities. The Sales Agent or its respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and have provided and may in the future provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit1.1, and incorporated herein by reference.

This Current Report on Form8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there been any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 1.01 Termination of a Material Definitive Agreement.

In connection with our entry into the Equity Distribution Agreement, we have given notice of termination of our prior equity distribution agreement with JMP Securities LLC and Keefe, Bruyette& Woods,Inc., that was entered into on May

25, 2012 and under which we previously offered and sold 3,792,935 shares of common stock (as adjusted for our one-for-two reverse stock split on November 1, 2017) to previously filed prospectus supplements and accompanying prospectuses.

Item 1.01. Other Events

Two Harbors’ 2018 fourth quarter financial results are set forth on Exhibit99.1 and are incorporated herein by reference.

Item 1.01. Financial Statements and Exhibits.

Explanatory Note

Exhibit23.1 includes the consent of Deloitte& Touche LLP to the incorporation by reference in our registration statements on Forms S-3 (Files Nos. 333-215177 and 333-223311) and S-8 (Files Nos. 333-204220 and 333-188875) of their report dated February15, 2018 related to the financial statements of CYS Investments,Inc. as of December31, 2017 and 2016, and for the years ended December31, 2017, 2016, and 2015.

(d)Exhibits.The following exhibits are being filed herewith this Current Report on Form8-K.

TWO HARBORS INVESTMENT CORP. Exhibit
EX-1.1 2 a19-4213_2ex1d1.htm EX-1.1 Exhibit 1.1 Execution Version   Two Harbors Investment Corp.   35,…
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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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