Two Harbors Investment Corp. Prices Public Offering of Series B Preferred Stock
13 July 2017 - 7:15AM
Business Wire
Two Harbors Investment Corp. (NYSE: TWO) announced today
the pricing of its underwritten public offering of 10,000,000
shares of its 7.625% Series B Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock (the “Series B Preferred Stock”),
liquidation preference $25.00 per share, for gross proceeds of
approximately $250 million, before deducting the underwriting
discount and other estimated offering expenses. The company also
granted the underwriters of the offering a 30-day option to
purchase up to an additional 1,500,000 shares of Series B Preferred
Stock to cover over-allotments, if any. The offering is expected to
close on or about July 19, 2017, subject to customary closing
conditions. The company intends to apply to list the Series B
Preferred Stock on the New York Stock Exchange under the symbol
“TWO PRB”.
Dividends on the Series B Preferred Stock will accumulate and be
payable from and including the date of original issue to, but not
including July 27, 2027, at a fixed rate of 7.625% per annum of the
$25.00 liquidation preference. On and after July 27, 2027,
dividends on the Series B Preferred Stock will accumulate and be
payable at a percentage of the $25.00 liquidation preference equal
to an annual floating rate of three-month LIBOR plus a spread of
5.352% per annum.
The company intends to use the net proceeds from the offering to
purchase its target assets, including residential mortgage-backed
securities, mortgage servicing rights and other financial assets,
in each case subject to its investment guidelines and to the extent
consistent with maintaining its real estate investment trust
qualification, and for general corporate purposes. The company does
not intend to use any proceeds of this offering to acquire the
target investments of Granite Point Mortgage Trust Inc., its
majority-owned subsidiary.
Morgan Stanley & Co. LLC, UBS Securities
LLC, J.P. Morgan Securities LLC and Keefe, Bruyette & Woods,
Inc. are acting as joint book-running managers for the
offering.
The offering will be made pursuant to the
company’s shelf registration statement previously filed with the
Securities and Exchange Commission (“SEC”) on May 15, 2015
(Commission File No. 333-204216). The offering will be made only by
means of a prospectus supplement and an accompanying prospectus.
Before you invest, you should read the prospectus supplement and
accompanying prospectus along with other documents that the company
has filed with the SEC for more complete information about the
company and this offering. Copies of the preliminary prospectus
supplement and accompanying prospectus, when available, may be
obtained by contacting:
Morgan Stanley & Co. LLC 180 Varick Street New York, New
York 10014 Attention: Prospectus Department Or by telephone at
(800) 584-6837 UBS Securities LLC 1285 Avenue of the
Americas New York, New York 10019 Attention: Prospectus Department
Or by telephone at (888) 827-7275 J.P. Morgan Securities LLC
383 Madison Avenue New York, New York 10179 Attention: Investment
Grade Syndicate Or by telephone at (212) 834-4533 (collect)
Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 4th Floor New
York, New York 10019 Attention: Capital Markets Or by telephone at
(800) 966-1559
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, shares of preferred stock, or any
other securities, nor shall there be any sale of the company’s
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
jurisdiction.
Two Harbors Investment Corp.Two Harbors Investment Corp.,
a Maryland corporation, is a real estate investment trust that
invests in residential mortgage-backed securities, mortgage
servicing rights and other financial assets. Two Harbors is
headquartered in New York, New York, and is externally managed and
advised by PRCM Advisers LLC, a wholly owned subsidiary of Pine
River Capital Management L.P.
Cautionary Notice Regarding Forward-Looking
StatementsThis release may include statements and information
that constitute “forward-looking statements” within the meaning of
section 27A of the Securities Act of 1933, as amended, and section
21E of the Securities Exchange Act of 1934, as amended, and we
intend such forward-looking statements to be covered by the safe
harbor provisions therein and are included in this statement for
purposes of invoking these safe harbor provisions. Forward-looking
statements include statements with respect to our beliefs, plans,
objectives, goals, targets, expectations, anticipations,
assumptions, estimates, intentions and future performance. The
forward-looking statements made in this release include, but may
not be limited to, expectations regarding the use of proceeds from
the offering.
Forward-looking statements are not guarantees, and they involve
risks, uncertainties and assumptions. There can be no assurance
that actual results will not differ materially from our
expectations. We caution investors not to rely unduly on any
forward-looking statements and urge you to carefully consider the
risks identified under the captions “Risk Factors,”
“Forward-Looking Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our
public filings with the SEC, which are available on the SEC’s
website at www.sec.gov.
All written or oral forward-looking statements that we make, or
that are attributable to us, are expressly qualified by this
cautionary notice. Except to the extent required by applicable laws
and regulations, we undertake no obligations to update these
forward-looking statements to reflect events or circumstances after
the date of this release or to reflect the occurrence of
unanticipated events.
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version on businesswire.com: http://www.businesswire.com/news/home/20170712006330/en/
Two Harbors Investment Corp.Margaret Field,
212-364-3663Investor
Relationsmargaret.field@twoharborsinvestment.com
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