Two Harbors Investment Corp美股招股说明书(2025-05-08版)

9.375% SENIOR NOTES DUE 2030 We are offering $100,000,000 aggregate principal amount of our 9.375% Senior Notes due 2030 (or the“notes”) under this prospectus supplement. The notes will bear interest at a rate equal to 9.375% per year,payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning onAugust 15, 2025. The notes will mature on August 15, 2030. The notes will be issued in minimumdenominations of $25 and integral multiples of $25 in excess thereof. We may redeem the notes, in whole or in part, at any time on or after May 15, 2027 at a redemptionprice equal to 100% of the principal amount redeemed plus accrued and unpaid interest to, but excluding, theredemption date. Upon a Change of Control Repurchase Event, we will be required to make an offer torepurchase all outstanding notes at a price in cash equal to 101% of the principal amount of the notes, plusaccrued and unpaid interest to, but not including, the repurchase date. See “Description of the Notes—Offerto Repurchase Upon a Change of Control Repurchase Event.” The notes will be our senior unsecured obligations and will rank senior in right of payment to any futureindebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to ourexisting and future unsecured indebtedness that is not so subordinated, including our 6.25% ConvertibleSenior Notes due 2026, effectively junior to any future secured indebtedness to the extent of the value of theassets securing such indebtedness and structurally junior to all existing and future indebtedness and anypreferred equity of our subsidiaries as well as to any of our existing or future indebtedness that may beguaranteed by any of our subsidiaries (to the extent of any such guarantee). The notes are a new issue of securities and there is no established trading market for the notes. Weintend to apply to list the notes on the New York Stock Exchange (“NYSE”) under the symbol “TWOD.” Ifapproved for listing, trading on NYSE is expected to begin within 30 days of May 13, 2025, the original issuedate. The notes are expected to trade “flat,” meaning that purchasers will not pay, and sellers will not receive,any accrued and unpaid interest on the notes that is not included in the trading price. Investing in the notes involves risks that are described under the caption “Risk Factors” beginning on pageS-6 of this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year ended December 31,2024, which is incorporated by reference in this prospectus supplement.Per Note TotPublic offering price$25.0000$100,0Underwriting discounts and commissions$0.7875$3,1Proceeds to us (before expenses)$24.2125$96,8 (1) Assumes no exercise of the underwriters’ over-allotment option. Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. We have also granted the underwriters an option to purchase within 30 days from the date of thisprospectus supplement up to an additional $15,000,000 principal amount of notes from us at the initial publicoffering price less the underwriting discounts and commissions solely to cover over-allotments, if any. The underwriters expect to deliver the notes in book-entry form only through the facilities of TheDepository Trust Company on or about May 13, 2025. Morgan Stanley TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1OUR COMPANYS-1THE OFFERINGS-3RISK FACTORSS-6USE OF PROCEEDSS-9CAPITALIZATIONS-10DESCRIPTION OF THE NOTESS-11ADDITIONAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-19UNDERWRITINGS-24LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-28PROSPECTUSPageABOUT THIS PROSPECTUS1NOTE REGARDING FORWARD-LOOKING STATEMENTS1 DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEPOSITARY SHARES10DESCRIPTION OF DEBT SECURITIES13RESTRICTIONS ON OWNERSHIP AND TRANSFER23CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND TWOHARBORS’ CHARTER AND BYLAWS26U.S. FEDERAL INCOME TAX CONSIDERATIONS31SELLING SECURITYHOLDERS51PLAN OF DISTRIBUTION52LEGAL MATTERS55EXPERTS55WHERE YOU CAN FIND MORE INFORMATION55INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE55 You should rely only on the information contained in or incorporated by reference into thisprospectus supplement, the accompanying prospectus or any applicable free writing prospectus.We have not, and the underwriters have not, authorized anyone to provide you with differentinformation. We and the underwriters take no responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. We are no