UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2023 (
(Exact name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation or |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
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:
| 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: | ||
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 29, 2023, Matrix Financial Services Corporation (“Matrix”), a wholly-owned subsidiary of Two Harbors Investment Corp. (the “Company”), completed the acquisition of RoundPoint Mortgage Servicing LLC (f/k/a RoundPoint Mortgage Servicing Corporation) (“RoundPoint”) pursuant to the terms of that certain Stock Purchase Agreement, dated August 2, 2023 (“Purchase Agreement”), by and amongst Matrix, RoundPoint and Freedom Mortgage Corporation (“Freedom”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, Matrix paid a Preliminary Purchase Price of $23.6 million to Freedom on the Closing Date. The Preliminary Purchase Price will be further adjusted based on (a) the change in Tangible Net Book Value of RoundPoint between the Cutoff Date and the Closing Date and (b) the Earnings of RoundPoint during the period commencing on October 1, 2022 and ending on the Closing Date.
The description of the Purchase Agreement in this Item 8.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q filed by the Company with the Securities and Exchange Commission on August 4, 2022, and is incorporated herein by reference.
On October 2, 2023, the Company issued a press release announcing that Matrix has completed the acquisition of RoundPoint from Freedom. A copy of the press release 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 October 2, 2023. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL. |
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: October 2, 2023 | ||