UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Two Harbors Investment Corp.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-34506 |
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27-0312904 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
590 Madison Avenue, 36th Floor
New York, New York 10022
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code: (612) 629-2500
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered |
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Name of each exchange on which |
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7.25% Series C Fixed-to-Floating Rate Cumulative |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
Securities Act registration statement file number to which this form relates (if applicable):
File No. 333-204216
Securities registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant’s Securities to be Registered.
A description of the 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series C Preferred Stock”), to be registered hereunder is contained in the section entitled “Description of the Series C Preferred Stock” in the Registrant’s prospectus supplement dated November 16, 2017, as filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 17, 2017 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, and in the section entitled “Description of Capital Stock — Shares of Preferred Stock” in the accompanying prospectus dated May 15, 2015, which sections are incorporated herein by reference.
Item 2. Exhibits.
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Exhibit |
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Description |
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3.1 |
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Articles of Amendment and Restatement of Two Harbors Investment Corp. (incorporated by reference to Exhibit 99.1 to Annex B filed with Pre Effective Amendment No. 4 to the Registrant’s Registration Statement on Form S-4 (File No. 333-160199) filed with the Securities and Exchange Commission, or SEC, on October 8, 2009, or Amendment No. 4). |
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3.2 |
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Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2012). |
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3.3 |
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Articles of Amendment to the Charter of Two Harbors Investment Corp., effective as of 5:01 PM Eastern Time on November 1, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 2, 2017). |
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3.4 |
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Articles of Amendment to the Charter of Two Harbors Investment Corp., effective as of 5:02 PM Eastern Time on November 1, 2017 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 2, 2017). |
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3.5 |
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Articles Supplementary to the Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. designating the shares of 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 13, 2017). |
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3.6 |
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Articles Supplementary to the Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. designating the shares of 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A filed with the SEC on July 17, 2017). |
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3.7 |
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Articles Supplementary to the Articles of Amendment to the Articles of Amendment and Restatement of Two Harbors Investment Corp. designating the shares of 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share.* |
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3.8 |
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Amended and Restated Bylaws of Two Harbors Investment Corp. (incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2017). |
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4.1 |
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Form of specimen certificate representing the shares of 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share.* |
* Filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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TWO HARBORS INVESTMENT CORP. | |
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Date: November 22, 2017 |
By: |
/s/ Brad Farrell |
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Name: Brad Farrell |
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Title: Chief Financial Officer |