Preferred share Two Harbors Investment Corp Series B 7.625% ( US90187B3096 ) in USD

PREF Two Harbors Investment Corp Series B2

22.83 USD ▼

United States

US90187B3096 ( in USD )

7.625% per year ( payment 12 times a year)

28/02/2026

Prospectus brochure of the bond PREF Two Harbors Investment Corp Series B US90187B3096 en USD 7.625%, maturity 28/02/2026

25 USD

/

68618W209

/

/

27/04/2026 ( In 23 days )

PREF Two Harbors Investment Corp Series B is a preferred stock issued by Two Harbors Investment Corp, offering investors a fixed dividend rate and potentially higher returns compared to common stock, but with a lower claim on assets in case of liquidation.

The Preferred share issued by Two Harbors Investment Corp Series B ( United States ) , in USD, with the ISIN code US90187B3096, pays a coupon of 7.625% per year.
The coupons are paid 12 times per year and the Preferred share maturity is 28/02/2026

FWP 1 a17-17108_2fwp.htm FWP
Filed Pursuant to Rule 433 of the Securities Act of 1933
Issuer Free Writing Prospectus dated July 12, 2017
Relating to Preliminary Prospectus Supplement dated July 12, 2017
Registration No. 333-204216
Final Pricing Term Sheet
July 12, 2017
Issuer:
Two Harbors Investment Corp.
Securities Offered:
7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred
Stock ("Series B Preferred Stock")
Shares Offered:
10,000,000 shares
Over-Allotment Option:
1,500,000 shares
Trade Date:
July 12, 2017
Settlement and Delivery Date:
We expect that delivery of the shares of Series B Preferred Stock will be
made to investors on or about July 19, 2017, which will be the fifth business
day following the date of this pricing term sheet (such settlement being
referred to as "T+5"). Under Rule 15c6-1 under the Securities Exchange Act
of 1934, as amended, trades in the secondary market are required to settle in
three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade shares of Series B
Preferred Stock on the date of pricing or the next succeeding business day
will be required, by virtue of the fact that the shares initially settle in T+5, to
specify an alternate settlement arrangement at the time of any such trade to
prevent a failed settlement. Purchasers who wish to trade shares of Series B
Preferred Stock during such period should consult their advisors.
Public Offering Price:
$25.00 liquidation preference per share; $250,000,000 in aggregate
liquidation preference (assuming the over-allotment option is not exercised)
Underwriting Discount:
$0.7875 per share; $7,875,000 total (assuming the over- allotment option is
not exercised)

Net Proceeds to the Issuer, Before Expenses:
$24.2125 per share; $242,125,000 total (assuming the over-allotment option
is not exercised)
Dividend Rate:
From and including the original issue date to, but excluding, July 27, 2027,
at a fixed rate equal to 7.625% per annum of the $25.00 liquidation
preference ($1.90625 per annum per share), and from and including July 27,
2027 at a floating rate equal to three-month LIBOR plus a spread of 5.352%
per annum
Dividend Payment Date:
Quarterly cumulative dividends, in arrears, on April 27, July 27, October 27
and January 27 (provided that if any dividend payment date is not a business
day, then the dividend which would otherwise have been payable on that
dividend payment date may be paid on the next succeeding business day).
The first dividend will be payable on October 27, 2017 (long first dividend
period) in the amount of $0.51892 per share and will be paid to the persons
who are the holders of record of the Series B Preferred Stock on the
corresponding dividend record date fixed by the board of directors.
Dividend Record Date:
The date no fewer than ten days and no more than 35 days prior to the
applicable dividend payment date, as shall be fixed by the board of directors
Liquidation Preference:
$25.00 per share
Optional Redemption Date:
July 27, 2027

Conversion Rights:
Share Cap: 5.0813
Exchange Cap: Subject to certain adjustments, the Exchange Cap will not
exceed 50,813,000 shares of the Issuer's common stock (or equivalent
Alternative Conversion Consideration, as applicable), subject to
proportionate increase to the extent the underwriters' over-allotment option
to purchase additional shares of Series B Preferred Stock is exercised, not to
exceed 58,434,950 shares of the Issuer's common stock in total (or
equivalent Alternative Conversion Consideration, as applicable).
If the Common Stock Price is less than $4.92 (which is 50% of the per share
closing price of our common stock reported on the NYSE on July 11, 2017),
subject to adjustment in certain circumstances, the holders of the Series B
Preferred Stock will receive a maximum of 5.0813 shares of our common
stock per share of Series B Preferred Stock.
Proposed New York Stock Exchange Listing
TWO PRB
Symbol:
CUSIP:
90187B 309
ISIN:
US90187B3096
Joint Book-Running Managers:
Morgan Stanley & Co. LLC
UBS Securities LLC
J.P. Morgan Securities LLC
Keefe, Bruyette & Woods, Inc.
The issuer has filed a registration statement (including a base prospectus dated May 15, 2015) and a preliminary
prospectus supplement, dated July 12, 2017 with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related
preliminary prospectus supplement if you request them from Morgan Stanley & Co. LLC by calling toll-free (800)
584-6837 or by email at [email protected], UBS Securities LLC by calling toll-free (888) 827-7275, J.P.
Morgan Securities LLC by calling (212) 834-4533 (collect), or Keefe, Bruyette & Woods, Inc. by calling toll-free (800)
966-1559.