Current Report Filing (8-k)
15 July 2021 - 6:28AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2021
(July 12, 2021)
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
Maryland
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001-34506
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27-0312904
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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601 Carlson Parkway, Suite 1400
Minnetonka, MN 55305
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (612) 453-4100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class:
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Trading Symbol(s)
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Name of Exchange on Which
Registered:
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Common Stock, par value $0.01 per share
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TWO
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New York Stock Exchange
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8.125% Series A Cumulative Redeemable Preferred Stock
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TWO PRA
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New York Stock Exchange
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7.625% Series B Cumulative Redeemable Preferred Stock
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TWO PRB
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New York Stock Exchange
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7.25% Series C Cumulative Redeemable Preferred Stock
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TWO PRC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry Into a Material
Definitive Agreement.
On July 12, 2021, Two Harbors Investment Corp.
(“Two Harbors,” “we,” “our” or “us”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acting as representatives of the several underwriters
named on Schedule A thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to
the Underwriters 40,000,000 shares of its common stock (the “Shares”) in a public offering pursuant to the Company’s
shelf registration statement on Form S-3 (No. 333-253606) (the “Registration Statement”), including the prospectus,
dated February 26, 2021, and the final prospectus supplement, dated July 12, 2021 and filed with the United States Securities
and Exchange Commission (the “Commission”) on July 13, 2021, as the same may be amended or supplemented. Pursuant to
the Underwriting Agreement, the Company also granted the Underwriters an option for 30 days to purchase up to an additional 6,000,000
Shares.
The Company made certain customary representations,
warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act.
The material terms of the Shares are described
in the Company’s prospectus supplement, as filed with the Commission on July 13, 2021 pursuant to Rule 424(b)(5) of
the Securities Act, which relates to the offer and sale of the Shares and supplements the Company’s prospectus contained in the
Registration Statement, as filed with the Commission on February 26, 2021.
A copy of the Underwriting Agreement is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the terms of the
Underwriting Agreement in this Item 1.01 is qualified in its entirety by reference to Exhibit 1.1.
Item 8.01. Other Events.
On July 14, 2021, the Company completed its
public offering of 40,000,000 Shares pursuant to the Underwriting Agreement.
Item 9.01. Financial Statements
and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibits
are being filed herewith this Current Report on Form 8-K.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TWO HARBORS INVESTMENT CORP.
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By:
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/s/ Rebecca B. Sandberg
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Rebecca B. Sandberg
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General Counsel and Secretary
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Date: July 14, 2021
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