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Two Harbors Investment Corp. Message Board

  • reikreik reikreik May 25, 2012 6:28 PM Flag


    On May 25, 2012, Two Harbors Investment Corp. (the "Company") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with JMP Securities LLC ("JMP") and Keefe, Bruyette & Woods, Inc. ("KBW"; JMP and KBW are each referred to as a "Placement Agent" and collectively as the "Placement Agents"). Under the terms of the Equity Distribution Agreement, the Company may sell up to an aggregate of 20,000,000 shares (the "Shares") of its common stock, par value $0.01 per share, from time to time through either of the Placement Agents, acting as agent and/or principal.

    Sales of the Shares, if any, may be made in any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, on any other existing trading market for the Shares or to or through a market maker. Under the Equity Distribution Agreement, either Placement Agent (at the Company's election) will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares as directed by the Company. The compensation payable to the Placement Agents for sales of Shares pursuant to the Equity Distribution Agreement will be 2.0% of the gross proceeds from such sales of Shares, and will be shared equally between the Placement Agents.

    The Shares will be issued pursuant to the Company's shelf registration statement on Form S-3 (No. 333-180791) (the "Registration Statement"), including the prospectus, dated May 18, 2012, and the prospectus supplement, dated May 25, 2012, as the same may be amended or supplemented.

    The Company has agreed to indemnify the Placement Agents against certain specified types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments the Placement Agents may be required to make in respect of these liabilities. The Placement Agents or their respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and have provided and may in the future provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses.

    The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference.

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8.50+0.02(+0.24%)May 25 4:02 PMEDT