Business Context and Reporting Period
Company: Two Harbors Investment Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: July 30, 2024
Principal Executive Offices: St. Louis Park, MN
This filing reports the entry into a material definitive agreement regarding the Company's equity capital raising capabilities.
Key Financial Metrics
This Form 8-K does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing is strictly procedural regarding a capital market transaction.
Material Changes
Amendment to Equity Distribution Agreement:
- Two Harbors entered into Amendment No. 2 to its Equity Distribution Agreement with Citizens JMP Securities, LLC (the "Placement Agent").
- The amendment increases the number of shares available for issuance under the existing at-the-market (ATM) equity offering program to 15,000,000 shares.
- A new prospectus supplement was filed with the SEC to reflect this increase.
Guidance, Outlook, and Terms
Sale Mechanism:
- Sales may be made in negotiated transactions or "at the market" offerings as defined in Rule 415 under the Securities Act of 1933.
- Sales can occur directly on the NYSE or through a market maker.
- The Placement Agent is entitled to total compensation of up to 2% of the gross proceeds from the sale of shares under the agreement.
- Two Harbors has agreed to indemnify the Placement Agent against certain liabilities under the Securities Act.
- The Placement Agent and its affiliates may engage in various banking and advisory services with the Company for which they receive customary fees.
- This report does not constitute an offer to sell or a solicitation of an offer to buy securities.
Investor Verification Checklist
- Verify the total number of shares authorized for sale under the ATM program is now 15,000,000.
- Review the attached Exhibit 1.3 (Amendment No. 2) for specific legal terms and conditions.
- Confirm the 2% compensation fee structure for the Placement Agent.
- Check subsequent filings for actual share issuances and proceeds generated under this amended agreement.