Two Harbors Investment Corp. Provides Update on Silver Bay Realty Trust Corp. IPO

NEW YORK--(BUSINESS WIRE)-- Two Harbors Investment Corp. (NYSE: TWO; NYSE MKT: TWO.WS) reported that today Silver Bay Realty Trust Corp. (“Silver Bay”) announced the pricing of its initial public offering of 13,250,000 shares of common stock (the “IPO”) and granted the underwriters a 30-day option to purchase up to an additional 1,987,500 shares of common stock to cover over-allotments, if any. The shares are expected to begin trading on the New York Stock Exchange on December 14, 2012 under the symbol “SBY.”

Two Harbors previously announced it entered into an agreement with Silver Bay, pursuant to which it would contribute its existing portfolio of over 2,200 single-family properties to Silver Bay, together with $50 million in cash that would be used to acquire and renovate properties through the closing. In exchange for the contribution, Two Harbors would receive approximately 17.8 million shares of common stock of Silver Bay. The shares received by Two Harbors would be subject to a 90-day lock-up period following the closing of the IPO, after which Two Harbors may, subject to the discretion and approval of its Board of Directors and in compliance with applicable securities laws, hold, sell or otherwise dispose of the shares, which may include a distribution of the shares by means of a special dividend to Two Harbors shareholders. The contribution, which remains subject to various conditions to closing, would close simultaneously with the closing of the IPO.

Silver Bay is a newly organized Maryland corporation focused on the acquisition, renovation, leasing and management of single-family residential properties for rental income and long-term appreciation. Silver Bay will be externally managed by PRCM Real Estate Advisers LLC, a joint venture between an affiliate of Pine River Capital Management L.P. and Provident Real Estate Advisors LLC. An affiliate of Pine River also serves as the external manager of Two Harbors and provides property acquisition and property management services with respect to Two Harbors’ portfolio of single-family rental properties. Entities managed by Provident are also contributing approximately 880 single-family residential properties to Silver Bay as part of the transaction. Upon consummation of the offering and the related transactions, Silver Bay will own more than 3,100 single-family properties located in Arizona, California, Florida, Georgia, Nevada, North Carolina and Texas. Silver Bay intends to elect and qualify to be taxed as a real estate investment trust.

This press release does not constitute an offer of any securities for sale.

Two Harbors Investment Corp.

Two Harbors Investment Corp., a Maryland corporation, is a real estate investment trust that invests in residential mortgage-backed securities, residential mortgage loans, residential real properties and other financial assets.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including with respect to the completion of Silver Bay’s IPO or the consummation of the contribution transaction. Actual results may differ from expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results.

Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Two Harbors does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Additional information concerning these and other risk factors is contained in Two Harbors' most recent filings with the Securities and Exchange Commission. All subsequent written and oral forward looking statements concerning Two Harbors or matters attributable to Two Harbors or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

Two Harbors Investment Corp.
July Hugen, 612-629-2514
Investor Relations
july.hugen@twoharborsinvestment.com

Source: Two Harbors Investment Corp.

Released December 14, 2012