Press 7-13-12

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Two Harbors Investment Corp. Announces Pricing of Common Stock Offering

NEW YORK, July 13, 2012 – Two Harbors Investment Corp. (NYSE: TWO; NYSE MKT: TWO.WS) today announced that it has priced a public offering of 50,000,000 shares of its common stock at an offering price of $10.44 per share, for total gross proceeds (before underwriting discount and commissions and estimated expenses) of approximately $522.0 million. The company has granted the underwriters an option for 30 days to purchase up to an additional 7,500,000 shares of the company’s common stock to cover over-allotments, if any. The offering is expected to close on or about July 18, 2012.

The company expects to use the net proceeds from this offering to make additional acquisitions of residential mortgage-backed securities, residential mortgage loans, and residential real properties and for other general corporate purposes.

Credit Suisse Securities (USA) LLC acted as the lead book-running manager for the offering. Barclays Capital Inc. and J.P. Morgan Securities LLC acted as book-running managers. JMP Securities LLC and Keefe, Bruyette & Woods, Inc. acted as co-managers.

The offering will be made pursuant to the Company’s existing shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission on May 18, 2012 (Commission File No. 333-180791). The offering will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus, when available, may be obtained by contacting:

Credit Suisse Securities (USA) LLC
One Madison Avenue
New York, New York 10010
Attention: Prospectus Department
or by telephone at (800) 221-1037

Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (888) 603-5847
or by emailing barclaysprospectus@broadridge.com

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (866) 803-9204

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, 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 such state or jurisdiction.

About Two Harbors Investment Corp.
Two Harbors Investment Corp., a Maryland corporation, is a real estate investment trust that invests in residential mortgage-backed securities, residential mortgage loans, residential real properties and other financial assets.

Cautionary Notice Regarding Forward-Looking Statements
This 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 timing of closing the offering and use of proceeds.

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 www.sec.gov.

All written or oral forward-looking statements that we make, or that are attributable to us, are expressly qualified by this cautionary notice. We expressly disclaim any obligation to update the information in any public disclosure if any forward-looking statement later turns out to be inaccurate.

Contact
Christine Battist, Investor Relations, Two Harbors Investment Corp., (612) 629-2507, Christine.Battist@twoharborsinvestment.com.

 

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