Two Harbors Investment Corp. : Prices Public Offering of Series C Preferred Stock


Two Harbors Investment Corp. (NYSE: TWO) announced today the
pricing of its underwritten public offering of 11,000,000 shares
of its 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock (the “Series C Preferred Stock”), liquidation preference
$25.00 per share, for gross proceeds of approximately $275 million,
before deducting the underwriting discount and other estimated offering
expenses. The company also granted the underwriters of the offering a
30-day option to purchase up to an additional 1,650,000 shares of
Series C Preferred Stock to cover over-allotments, if any. The offering
is expected to close on or about November 27, subject to customary
closing conditions. The company intends to apply to list the Series C
Preferred Stock on the New York Stock Exchange under the symbol “TWO

Dividends on the Series C Preferred Stock will accumulate and be payable
from and including the date of original issue to, but not including
January 27, 2025, at a fixed rate of 7.25% per annum of the $25.00
liquidation preference. On and after January 27, 2025, dividends on the
Series C Preferred Stock will accumulate and be payable at a percentage
of the $25.00 liquidation preference equal to an annual floating rate of
three-month LIBOR plus a spread of 5.011% per annum.

The company intends to use the net proceeds from the offering to
purchase its target assets, including residential mortgage-backed
securities, mortgage servicing rights and other financial assets, in
each case subject to its investment guidelines and to the extent
consistent with maintaining its real estate investment trust
qualification, and for general corporate purposes.

Morgan Stanley & Co. LLC, UBS Securities LLC, J.P. Morgan Securities LLC
and RBC Capital Markets, LLC are acting as joint book-running managers
for the offering.

The offering will be 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
will be 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:

Morgan Stanley & Co. LLC
180 Varick Street
New York, New
York 10014
Attention: Prospectus Department
Or by telephone at
(800) 584-6837

UBS Securities LLC
1285 Avenue of the Americas
New York, New
York 10019
Attention: Prospectus Department
Or by telephone at
(888) 827-7275

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New
York 10179
Attention: Investment Grade Syndicate
Or by
telephone at (212) 834-4533 (collect)

RBC Capital Markets, LLC
200 Vesey Street
Three World
Financial Center, 8th Floor
New York, NY 10281
Attention: DCM
Transaction Management
Or by telephone at (866) 375-6829

This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, shares of preferred stock, 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 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
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

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.