Press 7-14-11

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Two Harbors Investment Corp. Announces Public Offering of Common Stock

NEW YORK, July 14, 2011 – Two Harbors Investment Corp. (NYSE: TWO; NYSE Amex: TWO.WS) today announced that it plans to offer, subject to market and other conditions, 35,000,000 shares of its common stock in an underwritten public offering. The company has also granted the underwriters an option for 30 days to purchase up to an additional 5,250,000 shares of common stock to cover overallotments. Credit Suisse Securities (USA) LLC is acting as the lead book-running manager for the offering. Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as book-running managers. JMP Securities LLC is acting as co-manager.

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

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 July 13, 2011 (Commission File No. 333-175327). The offering will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary 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

Wells Fargo Securities, LLC
Attn: Equity Syndicate
375 Park Avenue
New York, NY 10152-4077
or by calling (800) 326-5897
or by email: cmclientsupport@wellsfargo.com

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 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 including 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 the closing of 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
Anh Huynh, Investor Relations, Two Harbors Investment Corp., 212-364-3221.

 

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