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Two Harbors Investment Corp. Announces Pricing of Convertible Senior Notes

Friday, January 13, 2017 8:54 am EST

Dateline:

NEW YORK

Public Company Information:

NYSE:
TWO
"Management’s Discussion and Analysis of Financial Condition and Results of Operations"

NEW YORK--(BUSINESS WIRE)-- Two Harbors Investment Corp . (NYSE: TWO) today announced the pricing of $250 million aggregate principal amount of 6.25% convertible senior notes due 2022 (the “Notes”) in an underwritten public offering. The company has granted to the underwriter of the offering a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of the Notes to cover over-allotments, if any.

The Notes will be unsecured, pay interest semiannually at a rate of 6.25% per annum and be convertible at the option of the holder into shares of the company’s common stock. The Notes will mature in January 2022, unless earlier converted or repurchased in accordance with their terms. The company will not have the right to redeem the Notes prior to maturity, but may be required to repurchase the Notes from holders under certain circumstances.

The Notes will have an initial conversion rate of 100.0000 shares of common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of $10.00 per share), subject to adjustment. The offering is expected to close on or about January 19, 2017, subject to customary closing conditions.

The company intends to use the net proceeds from the offering to fund the business and investment activities of the company and its subsidiaries, which may include acquiring its target assets in a manner consistent with its investment strategies and investment guidelines and for general corporate purposes.

Credit Suisse Securities (USA) LLC is acting as sole manager for the offering of the Notes.

The offering is being 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 is being 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:

Credit Suisse Securities (USA) LLC
One Madison Avenue
New York, New York 10010
Attention: Prospectus Department
Or by telephone at (800) 221-1037

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes 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, commercial real estate 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 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.

Contact:

Two Harbors Investment Corp.
Tim Perrott, 612-629-2514
Investor Relations
tim.perrott@twoharborsinvestment.com.