Two Harbors Investment Corp. Announces Pricing of Public Offering of Common Stock

Two Harbors Investment Corp. (NYSE: TWO), an Agency + MSR mortgage real estate investment trust, today announced that is has priced a public offering of 40,000,000 shares of its common stock for a total expected gross proceeds of $260 million, before underwriting fees and estimated offering expenses. In connection with the offering, the Company has also granted the underwriters an option for 30 days to purchase up to an additional 6,000,000 shares of common stock. The offering is subject to customary conditions and is expected to close on or about July 15, 2021.

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.

Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers for the offering. JMP Securities LLC is acting as co-manager.

The offering will be made pursuant to the company’s shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021 (Commission File No. 333-253606). 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:

Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Attention: Prospectus Department
Or by telephone at [phone]

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Or by email at: [e-mail]
Or by telephone at: [phone]

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