8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2019

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-34506		27-0312904
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
575 Lexington Avenue, Suite 2930	New York,	NY	10022
(Address of Principal Executive Offices)			(Zip Code)

(612) 629-2500

Registrant's telephone number, including area code

(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 (see General Instruction A.2. below):

☐ 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
7.75% Series D Cumulative Redeemable Preferred Stock	TWO PRD	New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock	TWO PRE	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 8.01           Other Events.

On September 30, 2019, Two Harbors Investment Corp. announced an adjustment to the conversion rate for its 6.25% convertible senior notes due 2022. A copy of the press release announcing the conversion rate adjustment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Two Harbors Investment Corp., dated September 30, 2019.

SIGNATURES

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.
	By:	/s/ REBECCA B. SANDBERG
		Rebecca B. Sandberg
		General Counsel and Secretary
Date: September 30, 2019

EX-99.1

Two Harbors Investment Corp. Announces Conversion Rate Adjustment for its Convertible Senior Notes Due 2022 New York, September 30, 2019 – Two Harbors Investment Corp. (NYSE: TWO), a leading hybrid mortgage real estate investment trust, today announced an adjustment to the conversion rate for the company’s 6.25% convertible senior notes due 2022 (the “Notes”). This conversion rate adjustment is being made pursuant to the supplemental indenture governing the Notes as a result of the company’s previously announced third quarter 2019 common stock cash dividend of $0.40 per common share. Effective immediately after the close of business on September 30, 2019, the new conversion rate for the Notes will be 63.1793 shares of common stock per $1,000 principal amount of the Notes. Currently, the conversion rate for the Notes is 63.1518 shares of common stock per $1,000 principal amount of the Notes. Notice of the conversion rate adjustment was delivered to holders of the Notes and Bank of New York Mellon Trust Company, N.A., as trustee, in accordance with the terms of the supplemental indenture governing the Notes. Two Harbors Investment Corp. Two Harbors Investment Corp., a Maryland corporation, is a real estate investment trust that invests in residential mortgage-backed securities, mortgage servicing rights and other financial assets. Two Harbors is headquartered in New York, New York, and is externally managed and advised by PRCM Advisers LLC, a wholly owned subsidiary of Pine River Capital Management L.P. Additional information is available at www.twoharborsinvestment.com. Additional Information Stockholders of Two Harbors and other interested persons may find additional information regarding the company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Two Harbors Investment Corp., 575 Lexington Avenue, Suite 2930, New York, NY 10022, telephone 612-629-2500. Contact Investors: Margaret Field, Investor Relations, Two Harbors Investment Corp., 212-364-3663, margaret.field@twoharborsinvestment.com.

XML

Document and Entity Information Document	Sep. 30, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 30, 2019
Entity Registrant Name	Two Harbors Investment Corp.
Entity Central Index Key	0001465740
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34506
Entity Tax Identification Number	27-0312904
Entity Address, Address Line One	575 Lexington Avenue, Suite 2930
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	612
Local Phone Number	629-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Class A [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	TWO
Title of 12(b) Security	Common Stock, par value $0.01 per share
NEW YORK STOCK EXCHANGE, INC. [Member] | Series A Preferred Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	TWO PRA
Title of 12(b) Security	8.125% Series A Cumulative Redeemable Preferred Stock
NEW YORK STOCK EXCHANGE, INC. [Member] | Series B Preferred Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	TWO PRB
Title of 12(b) Security	7.625% Series B Cumulative Redeemable Preferred Stock
NEW YORK STOCK EXCHANGE, INC. [Member] | Series C Preferred Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	TWO PRC
Title of 12(b) Security	7.25% Series C Cumulative Redeemable Preferred Stock
NEW YORK STOCK EXCHANGE, INC. [Member] | Series D Preferred Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	TWO PRD
Title of 12(b) Security	7.75% Series D Cumulative Redeemable Preferred Stock
NEW YORK STOCK EXCHANGE, INC. [Member] | Series E Preferred Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Trading Symbol	TWO PRE
Title of 12(b) Security	7.50% Series E Cumulative Redeemable Preferred Stock