Attached files
| file | filename |
|---|---|
| 8-K - 8-K CHARTER AMENDEMENTS - TWO HARBORS INVESTMENT CORP. | a8-kcharteramendments11220.htm |
| EX-99.1 - PRESS RELEASE OF TWO HARBORS INVESTMENT CORP., DATED NOVEMBER 2, 2017. - TWO HARBORS INVESTMENT CORP. | finaldistributionratiofo.htm |
| EX-3.2 - ARTICLES OF AMENDMENT TO THE CHARTER OF TWO HARBORS INVESTMENT CORP., EFFECTIVE - TWO HARBORS INVESTMENT CORP. | ex32articlesofamendmentt.htm |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF AMENDMENT AND RESTATEMENT OF
TWO HARBORS INVESTMENT CORP.
Two Harbors Investment Corp., a Maryland corporation (the “Corporation”), hereby
certifies to the State Department of Assessments and Taxation of Maryland (the “Department”)
that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that
upon the Effective Time (as defined below), every two (2) shares of common stock, par value
$0.01 per share (the “Common Stock”), of the Corporation, which were issued and outstanding
immediately prior to the Effective Time, shall be changed into one (1) issued and outstanding
share of Common Stock, par value $0.02 per share (the “Reverse Stock Split”). No fractional
shares of Common Stock shall be issued in connection with the Reverse Stock Split.
Stockholders who otherwise would be entitled to receive fractional shares of Common Stock
shall be entitled to receive cash from the Company’s transfer agent in lieu of such fractional
shares calculated according to the volume weighted average price of the Common Stock on
November 1, 2017.
SECOND: The foregoing amendment to the Charter was approved by a majority of the
entire Board of Directors of the Corporation as required by the Maryland General Corporation
Law (the “MGCL”). Pursuant to Section 2-309(e) of the MGCL, no stockholder approval was
required.
THIRD: There has been no increase in the authorized stock of the Corporation effected
by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall be effective at 5:01 p.m. Eastern Standard
Time on November 1, 2017 (the “Effective Time”).
FIFTH: The undersigned officer of the Corporation acknowledges these Articles of
Amendment to be the corporate act of the Corporation and, as to all matters or facts required to
be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
be signed in its name and on its behalf by its President and Chief Executive Officer and attested
to by its Secretary on this 27th day of October, 2017.
ATTEST:
By: /s/ Rebecca B. Sandberg
Name: Rebecca B. Sandberg
Title: Secretary and General Counsel
TWO HARBORS INVESTMENT CORP.
By: /s/ Thomas E. Siering
Name: Thomas E. Siering
Title: Chief Executive Officer and President