Two Harbors Investment Corp. Announces Public Offering of Common Stock

Rhea-AI Summary

Two Harbors Investment Corp (NYSE: TWO) has commenced a public offering of 10,000,000 shares of its common stock, with an option for underwriters to purchase an additional 1,500,000 shares. The net proceeds will be used to acquire residential mortgage-backed securities, mortgage servicing rights, and other financial assets, in line with its investment guidelines. The offering is registered under the SEC's shelf registration statement filed on February 26, 2021. Goldman Sachs, J.P. Morgan, and Citigroup are acting as joint book-running managers of the offering.

Positive

• Company intends to use proceeds to acquire target assets per investment guidelines, which may enhance portfolio stability and growth potential.

Negative

• Shareholder dilution risk due to the public offering of 10,000,000 shares.

NEW YORK--(BUSINESS WIRE)-- Two Harbors Investment Corp. (NYSE: TWO), an Agency + MSR mortgage real estate investment trust, today announced that it has commenced an underwritten public offering of 10,000,000 shares of its common stock. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of its common stock. 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.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as joint book-running managers for the offering, and JMP Securities, A Citizens Company is acting as bookrunner 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 February 26, 2021 (Commission File No. 333-253606). 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:

Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Telephone: (866) 471-2526
Email: prospectus-ny@ny.email.gs.com

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (866) 803-9204
Email: prospectus-eq_fi@jpmchase.com

Citigroup Global Markets Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (800) 831-9146
Email: prospectus@citi.com

JMP Securities, A Citizens Company
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
Telephone: (415) 835-8985
Email: syndicate@jmpsecurities.com

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, shares of common 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.

Cautionary Notice Regarding Forward-Looking Statements

This 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.

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 St. Louis Park, Minnesota.

Additional Information

Stockholders of Two Harbors and other interested persons may find additional information regarding the Company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Two Harbors Investment Corp., 1601 Utica Ave. S., Suite 900, St. Louis Park, MN, 55416, telephone (612) 453-4100.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230202005866/en/

Margaret Karr, Head of Investor Relations, Two Harbors Investment Corp., (612) 453-4080

Margaret.Karr@twoharborsinvestment.com.

Source: Two Harbors Investment Corp.

FAQ

What is the size of the public offering by Two Harbors Investment Corp?

Two Harbors Investment Corp has commenced a public offering of 10,000,000 shares of common stock, with an additional option for underwriters to purchase 1,500,000 shares.

What will the proceeds from the offering be used for?

The proceeds will be used to acquire residential mortgage-backed securities, mortgage servicing rights, and other financial assets, as well as for general corporate purposes.

When was the shelf registration statement filed for the offering?

The shelf registration statement was filed on February 26, 2021.

Who are the underwriters for the offering?

Goldman Sachs, J.P. Morgan Securities, and Citigroup Global Markets are acting as joint book-running managers for the offering.

What is the potential impact of the offering on shareholders of Two Harbors Investment Corp?

The offering may lead to shareholder dilution due to the issuance of new shares.