Two Harbors Investment Corp. Provides Additional Information Regarding its Special Dividend of Granite Point Mortgage Trust Inc. Common Stock and One-for-Two Reverse Stock Split
Public Company Information:
NEW YORK--(BUSINESS WIRE)-- Two Harbors Investment Corp . (NYSE: TWO), a leading hybrid mortgage real estate investment trust, today provided additional information regarding its anticipated special dividend (the “Stock Dividend”) of common stock of Granite Point Mortgage Trust Inc. (NYSE: GPMT) (“Granite Point”) and the one-for-two reverse stock split of the shares of Two Harbors common stock (the “Reverse Stock Split”). As previously announced, the company intends to distribute the 33,071,000 shares of Granite Point common stock it acquired in connection with the contribution of its commercial real estate portfolio to Granite Point. The Stock Dividend will be distributed on November 1, 2017 (the “Dividend Date”), on a pro rata basis, to Two Harbors common stockholders of record at the close of business on October 20, 2017 (the “Record Date”). The Reverse Stock Split is also expected to take place on November 1, 2017, following the Stock Dividend. Additional information regarding the Stock Dividend and the Reverse Stock Split, including frequently asked questions, is available on the company’s website at www.twoharborsinvestment.com.
The New York Stock Exchange (“NYSE”) has informed the company that, in connection with the Stock Dividend and Reverse Stock Split, certain additional trading markets in Two Harbors and Granite Point common stock will commence on October 19, 2017 and continue through and including the Dividend Date. Additional information regarding such trading markets is provided below. Two Harbors common stockholders are encouraged to consult their financial advisors and tax advisors regarding the consequences of the Stock Dividend and the Reverse Stock Split, including without limitation the implications of selling the common stock of Two Harbors and Granite Point on or prior to the Dividend Date and the applicability and effect of any U.S. federal, state, local or foreign tax laws.
Trading On or Prior to the Dividend Date
Two Harbors Common Stock
The company anticipates that, commencing October 19, 2017 and continuing up to and including the Dividend Date, there will be two markets in Two Harbors common stock: (1) a “regular way” market (NYSE: TWO); and (2) an “ex-distribution” market (NYSE: TWO WI) that will represent the value of Two Harbors common stock following the Stock Dividend and Reverse Stock Split. Shares of Two Harbors common stock that trade on the “regular way” market will trade with an entitlement to receive shares of Granite Point common stock in the Stock Dividend. Shares that trade on the “ex-distribution” market will trade without an entitlement to receive shares of Granite Point common stock in the Stock Dividend. As a result, if you are a stockholder of record on the Record Date and sell shares of Two Harbors common stock in the regular way market up to and including the Dividend Date, you will also be selling your right to receive shares of Granite Point common stock in the Stock Dividend; if you sell those shares in the ex-distribution market up to and including the Dividend Date, you will still receive the shares of Granite Point common stock that you would otherwise be entitled to receive in the Stock Dividend. On November 2, 2017 (the business day following the Dividend Date), the regular way market for Two Harbors common stock will begin trading “ex” or without the entitlement to Granite Point common stock.
Granite Point Common Stock
Granite Point common stock currently trades on the NYSE under the symbol “GPMT.” In addition to the “regular way” trading of Granite Point common stock, commencing October 19, 2017 and continuing up to and including the Dividend Date, a “when issued” market will exist (NYSE: GPMT WI) for the shares of Granite Point common stock being distributed in the Stock Dividend. “When issued” trading refers to a sale or purchase made conditionally on or before the Dividend Date because the securities have not yet been distributed. If you own shares of Two Harbors common stock on the Record Date, your shares will have an entitlement to receive shares of Granite Point common stock in the Stock Dividend. You may trade this entitlement to receive Granite Point common stock on the when issued market without trading your shares of Two Harbors common stock. Starting November 2, 2017 (the business day following the Dividend Date), the when issued market for Granite Point common stock will no longer be available.
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. Additional information is available at www.twoharborsinvestment.com.
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including with respect to the Stock Dividend, the Reverse Stock Split, when issued trading and other trading matters for Two Harbors and Granite Point common stock. Actual results may differ from expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Two Harbors does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Additional information concerning these and other risk factors is contained in Two Harbors’ most recent filings with the Securities and Exchange Commission. All subsequent written and oral forward looking statements concerning Two Harbors or matters attributable to Two Harbors or any person are qualified by these cautionary statements.
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., 590 Madison Avenue, 36th floor, New York, NY 10022, telephone 612-629-2500.