Current Report Filing (8-k)
March 19 2021 - 5:11PM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 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): March 19, 2021 (March 19, 2021)
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
Maryland
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001-34506
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27-0312904
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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601
Carlson Parkway, Suite 1400
Minnetonka, MN 55305
(Address of principal
executive offices)
(Zip Code)
Registrant’s telephone number,
including area code: (612) 453-4100
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered
Pursuant to Section 12(b) of the Act:
Title of Each Class:
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Trading Symbol(s)
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Name of Exchange on Which Registered:
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Common Stock, par value $0.01 per share
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TWO
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New York Stock Exchange
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8.125% Series A Cumulative Redeemable Preferred Stock
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TWO PRA
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New York Stock Exchange
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7.625% Series B Cumulative Redeemable Preferred Stock
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TWO PRB
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New York Stock Exchange
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7.25% Series C Cumulative Redeemable Preferred Stock
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TWO PRC
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New York Stock Exchange
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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.
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Material Modification to Rights of Security Holders.
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The information set forth in Item 5.03 of this report is incorporated
herein by reference.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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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.
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Financial Statements and Exhibits.
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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.
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TWO HARBORS INVESTMENT CORP.
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By:
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/s/ Rebecca B. Sandberg
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Rebecca B. Sandberg
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General Counsel and Secretary
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Date: March 19, 2021
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