Two Harbors Investment Corp. Prices Public Offering of Series C Preferred Stock
November 16 2017 - 5:49PM
Business Wire
Two Harbors Investment Corp. (NYSE: TWO) announced today
the pricing of its underwritten public offering of 11,000,000
shares of its 7.25% Series C Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock (the “Series C Preferred Stock”),
liquidation preference $25.00 per share, for gross proceeds of
approximately $275 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 1,650,000 shares of Series C Preferred
Stock to cover over-allotments, if any. The offering is expected to
close on or about November 27, subject to customary closing
conditions. The company intends to apply to list the Series C
Preferred Stock on the New York Stock Exchange under the symbol
“TWO PRC”.
Dividends on the Series C Preferred Stock will accumulate and be
payable from and including the date of original issue to, but not
including January 27, 2025, at a fixed rate of 7.25% per annum of
the $25.00 liquidation preference. On and after January 27, 2025,
dividends on the Series C 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
5.011% 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.
Morgan Stanley & Co. LLC, UBS Securities LLC, J.P. Morgan
Securities LLC and RBC Capital Markets, LLC 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. LLC180 Varick
StreetNew York, New York 10014Attention: Prospectus DepartmentOr by
telephone at (800) 584-6837
UBS Securities LLC1285 Avenue of the
AmericasNew York, New York 10019Attention: Prospectus DepartmentOr
by telephone at (888) 827-7275
J.P. Morgan Securities LLC383 Madison AvenueNew
York, New York 10179Attention: Investment Grade SyndicateOr by
telephone at (212) 834-4533 (collect)
RBC Capital Markets, LLC200 Vesey StreetThree
World Financial Center, 8th FloorNew York, NY 10281Attention: DCM
Transaction ManagementOr by telephone at (866) 375-6829
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/20171116006534/en/
Two Harbors Investment Corp.Margaret Field,
212-364-3663Investor
Relationsmargaret.field@twoharborsinvestment.com
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