TWO Two Harbors Investment
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2021 (March 19, 2021)
Two Harbors Investment Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
601 Carlson Parkway, Suite 1400
Minnetonka, MN 55305
(Address of principal executive offices)
Registrant’s telephone number, including area code: (612) 453-4100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities Registered Pursuant to Section 12(b) of the Act:
|Title of Each Class:||Trading Symbol(s)||Name of Exchange on Which Registered:|
|Common Stock, par value $0.01 per share||TWO||New York Stock Exchange|
|8.125% Series A Cumulative Redeemable Preferred Stock||TWO PRA||New York Stock Exchange|
|7.625% Series B Cumulative Redeemable Preferred Stock||TWO PRB||New York Stock Exchange|
|7.25% Series C Cumulative Redeemable Preferred Stock||TWO PRC||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 3.03.||Material Modification to Rights of Security Holders.|
The information set forth in Item 5.03 of this report is incorporated herein by reference.
|Item 5.03.||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
On March 19, 2021, Two Harbors Investment Corp. (the “Corporation”) filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland which, effective March 19, 2021, reclassified and redesignated (i) all 3,000,000 authorized but unissued shares of the Corporation’s 7.75% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”), as shares of undesignated preferred stock, par value $0.01 per share (the “Preferred Stock”), of the Corporation and (ii) all 8,000,000 authorized but unissued shares of the Corporation’s 7.50% Series E Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series E Preferred Stock”), as shares of Preferred Stock of the Corporation. The foregoing action was taken following the redemption of the Series D Preferred Stock and Series E Preferred Stock on March 15, 2021. As of March 19, 2021, no shares of Series D Preferred Stock or Series E Preferred Stock were authorized, issued or outstanding.
|Item 9.01.||Financial Statements and Exhibits.|
|3.1||Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective on March 19, 2021|
|104||Cover Page Interactive Data File, formatted in Inline XBRL.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|TWO HARBORS INVESTMENT CORP.|
/s/ Rebecca B. Sandberg
|Rebecca B. Sandberg|
|General Counsel and Secretary|
Date: March 19, 2021