Attached files
| file | filename |
|---|---|
| EX-5.1 - LEGAL OPINION OF VENABLE LLP - TWO HARBORS INVESTMENT CORP. | v206018_ex5-1.htm |
| EX-8.1 - TAX OPINION OF VENABLE LLP - TWO HARBORS INVESTMENT CORP. | v206018_ex8-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - TWO HARBORS INVESTMENT CORP. | v206018_ex1-1.htm |
| EX-99.1 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION - TWO HARBORS INVESTMENT CORP. | v206018_ex99-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 22, 2010 (December
17, 2010)
Two
Harbors Investment Corp.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-34506
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27-0312904
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
|
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601
Carlson Parkway, Suite 330
Minnetonka,
MN 55305
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(Address
of principal executive offices)
(Zip
Code)
|
Registrant’s
telephone number, including area code: (612) 238-3300
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:
|
o
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
December 17, 2010, Two Harbors Investment Corp., a Maryland corporation (the
“Company”), and PRCM Advisers LLC entered into an Underwriting Agreement with
Credit Suisse Securities (USA) LLC, as representative of the underwriters named
therein (collectively, the “Underwriters”) pursuant to which the Company agreed
to issue and sell to the Underwriters 12,500,000 shares of its common stock and
also agreed to issue and sell to the Underwriters, at the option of the
Underwriters, an aggregate of not more than 1,875,000 additional shares of
common stock (collectively, the “Securities”). The Securities were registered
with the Securities and Exchange Commission (the “Commission”) pursuant to the
Company’s shelf registration statement on Form S-3 (File No. 333-170251) (as the
same may be amended and/or supplemented, the “Registration Statement”), under
the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant
to General Instruction F to the Commission’s Form 8-K, a copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on 8-K
(this “Report”), and the information in the Underwriting Agreement is
incorporated into this Item 1.01 by this reference.
The
material terms of the Securities are described in the Company’s prospectus
supplement, as filed with the Commission on December 20, 2010 pursuant to Rule
424(b)(5) of the Securities Act, which relates to the offer and sale of the
Securities and supplements the Company’s prospectus contained in the
Registration Statement, as filed with the Commission on November 29,
2010.
Item
8.01. Other Events.
On
December 22, 2010, the Company completed its public offering of 12,500,000
shares of common stock and
issuance of an additional 1,875,000 shares of common stock pursuant to the
Underwriters’ full exercise of their over-allotment option pursuant to the
Underwriting Agreement filed as Exhibit 1.1 to this Report.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are filed with this Report pursuant to Item 601 of the
Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to
the Registration Statement. This Report is incorporated by reference into the
Registration Statement, and, as such, the Company is incorporating by reference
the exhibits to this Report to cause them to be incorporated by reference into
the Registration Statement as exhibits thereto. By filing this Report
and the exhibits hereto, however, the Company does not believe that any of the
information set forth herein or in the exhibits hereto represent, individually
or in the aggregate, a “fundamental change” (as such term is used in Item
512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth
in, and incorporated by reference into, the Registration Statement.
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(d)
Exhibits.
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| Exhibit Number | Description |
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1.1
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Underwriting
Agreement, dated as of December 17, 2010, by and among the Company, PRCM
Advisors LLC and the
Underwriters.
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5.1
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Legal
Opinion of Venable LLP.
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8.1
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Tax
Opinion of Venable LLP.
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23.1
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Consent
of Venable LLP (included in Exhibit
5.1).
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23.2
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Consent
of Venable LLP (included in Exhibit
8.1).
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99.1
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Other
Expenses of Issuance and Distribution (as required by Item 14 of Part II
of Form S-3).
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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:
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/s/ TIMOTHY W. O’BRIEN
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Timothy
O’Brien
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Secretary
and General Counsel
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Date:
December 22, 2010
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