Current Report Filing (8-k)
November 10 2022 - 4:28PM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 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): November 10, 2022
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 |
(State or
other jurisdiction of incorporation or
organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1601 Utica Avenue South, Suite 900 |
St. Louis Park, MN |
55416 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(612) 453-4100
Registrant’s telephone number, including area code
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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class: |
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Trading
Symbol(s) |
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Name of Exchange on Which Registered: |
Common Stock, par value $0.01 per share |
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TWO |
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New York Stock Exchange |
8.125% Series A Cumulative Redeemable Preferred Stock |
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TWO PRA |
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New York Stock Exchange |
7.625% Series B Cumulative Redeemable Preferred Stock |
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TWO PRB |
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New York Stock Exchange |
7.25% Series C Cumulative Redeemable Preferred Stock |
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TWO PRC |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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
November 10, 2022, Two Harbors Investment Corp. (“Two Harbors,” “we,” “our” or “us”) entered
into an equity distribution agreement (the “Equity Distribution Agreement”) with JMP Securities LLC (the “Placement
Agent”). In accordance with the terms of the Equity Distribution Agreement, we may offer and sell up to 11,000,000 shares of our
common stock, par value $0.01 per share (the “Shares”), from time to time through the Placement 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 Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock
Exchange or sales made to or through a market maker other than on an exchange. The Placement Agent will make all sales using
commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed upon terms between the
Placement Agent and Two Harbors. The Placement 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 pursuant to Two Harbors’ shelf registration statement on Form S-3 (No. 333-253606) (the “Registration
Statement”), including the prospectus, dated February 26, 2021, and the prospectus supplement, dated November 10, 2022, as the same
may be amended or supplemented.
Two
Harbors has agreed to indemnify the Placement Agent against certain specified types of liabilities, including liabilities under the Securities
Act, or to contribute to payments that the Placement Agent may be required to make because of those liabilities. The Placement Agent or
its respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking serves
with, and have provided and may in the future provide financial advisory services to, Two Harbors 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 Exhibit 1.1, and incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
have been any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such state or other jurisdiction.
Item 1.02 | Termination of a Material Definitive Agreement. |
Effective
as of November 10, 2022, the Amended and Restated Equity Distribution Agreement by and between Two Harbors and Credit Suisse Securities
(USA) LLC terminated.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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: |
/s/ REBECCA B. SANDBERG |
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Rebecca B. Sandberg |
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General Counsel and Secretary |
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Date: November 10, 2022 |
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