The company is headquartered in St. Louis Park, Minnesota. The address is 1601 Utica Avenue South, St. Louis Park, MN 55416. The main telephone number is 612.453.4100.
Two Harbors was founded in 2009 and began trading as a public company under the symbol “TWO” on October 28, 2009.
Two Harbors is incorporated in Maryland.
A REIT, or a real estate investment trust, is a company that owns, and in many cases operates, income-producing real estate. Some REITs also engage in financing real estate. REITs must qualify and elect to be taxed as a REIT under the Internal Revenue Code of 1986. The principle advantage to qualifying as a REIT is the tax benefit: REITs do not pay taxes at a corporate level, which allows them to pass through profits to investors, in the form of dividends or distributions, and avoid what is known as "double taxation" (e.g., taxation at both the corporate level and individual level).
There are several types of REITs, including mortgage REITs such as Two Harbors, which invest in real estate debt. To learn more about REITs and other industry topics, please visit the Webinars section of our website, by clicking here.
Two Harbors invests in a diverse portfolio of mortgage servicing rights (MSR); Agency RMBS (which includes inverse interest-only Agency securities classified as Agency Derivatives for purposes of U.S. GAAP), meaning RMBS whose principal and interest payments are guaranteed by the Government National Mortgage Association (or Ginnie Mae), the Federal National Mortgage Association (or Fannie Mae), or the Federal Home Loan Mortgage Corporation (or Freddie Mac); and other financial assets comprising approximately 5% to 10% of the portfolio.
Ernst & Young LLP.
A list of the analysts currently following Two Harbors can be found on the Analyst Coverage page.
Yes, Two Harbors holds quarterly conference calls following the reporting of its financial results. Stockholders may listen to the call and access materials relating to the reporting of its financial results on the Financial Results page. Stockholders and other interested individuals can also sign up for Investor Alerts about upcoming webcasts, conference calls and other company events.
Two Harbors distributes its Annual Report, Proxy Statement, and Proxy Card to stockholders in advance of its Annual Meeting of Stockholders. Individuals who wish to receive quarterly earnings releases, SEC filings, and other news directly from the company throughout the year may sign up on the Investor Alerts page.
Two Harbors' press releases, events and presentations and SEC filings can be accessed through the Investors page.
You can elect to receive email notifications when we will press releases and make filings with the SEC filings by signing up for our Investor Alerts.
2022 Reverse Stock Split
On November 1, 2022 (the “Effective Time”), Two Harbors effected a 1-for-4 reverse stock split on all outstanding shares of the company’s common stock. Following the reverse stock split, the aggregate number of outstanding shares of Two Harbors common stock was one-fourth of the number that was outstanding immediately before the reverse split, subject to a reduction in the total number of shares resulting from cash payments to be made to stockholders in lieu of the issuance of fractional shares.
No fractional shares were issued in connection with the reverse stock split. Instead, each stockholder of record holding fractional shares was entitled to receive, in lieu of such fractional shares, cash in an amount based on the volume weighted average price of the company’s common stock on the NYSE on November 1, 2022. The reverse stock split applied to all of the company’s authorized and outstanding shares of common stock as of the Effective Time.
Why did Two Harbors approve a reverse stock split?
The company’s Board of Directors believes that increasing the market price per share of the company’s common stock through the reverse stock split may broaden the range of potential investors, thereby potentially improving the market for and liquidity of the company’s common stock.
What is a reverse stock split? How does it impact the value of shares?
A reverse stock split is a corporate action in which a company proportionately reduces the total number of its outstanding shares.
In a 1-for-4 reverse stock split, every four issued and outstanding shares of a company’s common stock are converted into one share of common stock, resulting in a proportionate increase in the stock price. Following the reverse stock split, a stockholder will have one-fourth the number of shares as before the split and the market value of each share will be four times the pre-split value.
For example, if a stockholder owned 100 shares of Company X at $50 per share for a total value of $5,000 prior to a 1-for-4 reverse split, that stockholder would own 25 shares at $200 per share for a total value of $5,000 immediately following the reverse split.
Equity Value Example:
Number of Shares Held
100 x $50 = $5,000
25 x $200 = $5,000
How will the reverse stock split impact future common stock dividends?
The declaration or payment of any future stock dividends are authorized solely at the discretion of Two Harbors Board of Directors and will depend on factors such as the company’s REIT taxable income, financial condition, maintenance of REIT status and other factors that the Board of Directors may deem relevant from time to time.
Using the prior hypothetical example, if, after executing a 1-for-4 reverse split, Company X declared a dividend equivalent to the pre-reverse split dividend, the post-reverse split dividend would increase proportionately.
Number of Shares Held
100 x $1.00 = $100
25 x $4.00 = $100
What impact did the stock split have on the authorized shares of Two Harbors common stock?
In connection with the reverse stock split, the number of shares of common stock that the company is authorized to issue decreased from 700 million to 175 million.
What impact did the stock split have on Two Harbors convertible senior notes?
The conversion rate of Two Harbors 6.25% Convertible Senior Notes due 2026 was automatically be adjusted as a result of the reverse stock split in accordance with the terms of the applicable indenture governing such convertible notes. No action on the part of a holder of any convertible notes is required in order to effect the adjustment.
What is the difference between a registered holder and a beneficial owner?
Stockholders that hold shares directly with the company’s transfer agent, Equiniti Trust Company (“Equiniti”), are considered registered stockholders. Stockholders that hold their shares through a brokerage firm, bank, trust or other similar organization are considered beneficial stockholders.
Do I need to take any action?
- Beneficial holders with shares held in a brokerage, bank, trust or other similar institutions do not need to take any action to receive post-split shares.
- Brokerage firms, banks, trusts and other similar institutions we're instructed to effectuate the reverse stock split for the beneficial owners of Two Harbors common stock. However, those organizations may have implemented different procedures than those to be followed for registered stockholders for processing the reverse stock split, particularly with respect to the treatment of fractional shares.
- You may contact your financial institution for additional information.
Registered holders whose shares are held electronically in book entry form:
- Registered holders with shares held only electronically in book-entry form and a deliverable physical address on the records of Equiniti do not need to take any action to receive post-split shares.
- You will automatically receive, at your address of record, a transaction statement from Equiniti indicating the number of post-split shares held following the implementation of the reverse stock split, and, if applicable, a cash payment in lieu of any fractional shares.
Registered holders whose shares are held in certificate form:
- Registered holders of certificated shares of Two Harbors common stock will receive a letter of transmittal from Equiniti, which contains instructions on how to surrender certificates representing pre-reverse stock split shares. Such shares will become book-entry shares post-reverse stock split. This means that your shares will be electronically credited to an account registered in your name on the books of Two Harbors, which are maintained by Equiniti.
- Stockholders should not send in their pre-reverse stock split certificates unless they are accompanied by a completed letter of transmittal. The letter of transmittal also includes a lost securities affidavit with respect to any certificate that cannot be located.
- In order to receive new shares of Two Harbors common stock, cash payments in lieu of any fractional shares, and any dividends or other distributions that the Company may declare in the future, stockholders must return these certificated shares of the Two Harbors common stock or a lost securities affidavit.
- The completed letter of transmittal together with the certificate(s) for the shares of the Company’s common stock being surrendered (or the completed lost securities affidavit, if applicable) should be returned to Equiniti at the following address:
By Mail to:
EQ Shareowner Services
Corporate Actions Department
P.O. Box 64858
St. Paul, MN 55164-0858
By Overnight Courier to:
EQ Shareowner Services
Corporate Actions Department
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
What is the CUSIP number for Two Harbors common stock following the reverse stock split?
At market open on November 2, 2022, the company’s common stock continued trading on the NYSE under the symbol “TWO” but was assigned a new CUSIP number: 90187B 804.
What are the U.S. federal income tax consequences of the reverse stock split to Two Harbors common stockholders?
The reverse stock split is a non-taxable event to stockholders, with the exception of cash in lieu of fractional shares. Upon the sale of such fractional share by the distribution agent on behalf of a stockholder, such stockholder generally recognized short-term or long-term capital gain or loss, depending on such stockholder’s holding period of Two Harbors common stock, for U.S. federal income tax purposes equal to the difference, if any, between the amount realized and the stockholders basis in the fractional share. The cash in lieu of Two Harbors common stock received by certain Two Harbors common stockholders, including non-U.S. stockholders, may have been reduced in connection with any applicable withholding taxes.
How do I determine my tax basis after the reverse stock split?
Upon the Effective Time, every four shares of Two Harbors common stock were automatically converted into one share of common stock. As a result, stockholders must allocate the aggregate tax basis in their shares held immediately prior to the reverse stock split among the shares held immediately after the reverse stock split, including consideration of any fractional shares for which cash is received. Additional information will be included in the U.S. Internal Revenue Service Form 8937, Report of Organizational Actions Affecting Basis of Securities, prepared by Two Harbors. This form will be posted to the company’s Investor Relations website within 45 days from when the reverse stock split becomes effective.
Stockholders should consult their tax advisors to determine the tax impact of this transaction with respect to their individual facts and circumstances.
Who should I contact if I have additional questions about my shares?
If you have questions about the reverse stock split, stockholder records, stock transfers, stock certificates or other stock-related inquiries please contact:
Equiniti Trust Company
P.O. Box 64856
St. Paul, MN 55164-0856
HOLDERS OF TWO HARBORS COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.
Two Harbors is a real estate investment trust (REIT). In order to satisfy its REIT requirements, it intends to pay regular quarterly dividends of all or substantially all of its taxable income to its stockholders. The timing and amount of any dividends paid to stockholders is at the discretion of Two Harbors' Board of Directors and depends upon a number of factors, including its actual and projected results of operations, financial condition, maintenance of its REIT qualification, and such other factors as the Board of Directors deems relevant. To view Two Harbors' historical dividend information, please visit the Dividend History page.
Two Harbors issues a press release to disclose the record date and dividend payable date for each dividend it declares. You can sign up for email notifications for press releases on our Investor Alerts page.
Please refer to the Dividend History page for a list of the company's dividend history, including record date, payable date and dividends paid.
You may find tax information by year on Two Harbors' Dividend History page.
Two Harbors maintains a Dividend Reinvestment and Share Purchase Plan that is administered by Equiniti Trust Company. To learn more about the plan, please visit the DRIP and DSP Information page.
Yes, registered holders of Two Harbors common stock may contact the company's Dividend Reinvestment and Share Purchase Plan administrator, Equiniti Trust Company, at 800.468.9716 to request the direct deposit of dividends into an account. If your shares are held through a brokerage firm, you should contact the firm with your request.