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Two Harbors Investment (TWO) to Contribution Commercial Real Estate Assets to Granite Point Mortgage Trust

May 24, 2017 7:42 AM EDT

Two Harbors Investment Corp. (NYSE: TWO), a leading hybrid mortgage real estate investment trust, today announced its intention to contribute its portfolio of commercial real estate assets to Granite Point Mortgage Trust Inc. (“Granite Point”), a Maryland corporation.

Granite Point was formed by Two Harbors in order to continue and expand the commercial real estate lending business established by Two Harbors. Granite Point will focus on directly originating, investing in and managing a portfolio of commercial real estate loans and other debt and debt-like instruments secured by institutional quality commercial properties managed by experienced owners in attractive markets across the United States. Granite Point will be externally managed by Pine River Capital Management L.P., which is the parent company of Two Harbors’ external manager.

Granite Point has filed a registration statement with the U.S. Securities and Exchange Commission with respect to a proposed initial public offering (“IPO”) of its common stock. The contribution of the portfolio of commercial real estate assets to Granite Point is expected to occur simultaneously with the closing of the IPO. In exchange for its contribution, Two Harbors would receive shares of common stock of Granite Point. The number of shares it receives will be dependent upon the value of the portfolio and other assets being contributed to Granite Point and the amount of capital raised in the proposed IPO. Subject to the approval of its Board of Directors and compliance with applicable securities laws, Two Harbors anticipates that it would distribute its shares of Granite Point common stock by means of a special dividend after the expiration of a customary lock-up period following the completion of Granite Point’s proposed IPO.

The Board of Directors of Two Harbors has formed a committee of independent directors to review, negotiate and approve the proposed transaction. The committee has retained Freshfields Bruckhaus Deringer LLP as its legal counsel and Credit Suisse as its financial adviser with respect to the proposed contribution and to represent the interests of Two Harbors and its stockholders with respect to the proposed transaction. The contribution remains subject to the approval of the committee and Two Harbors’ Board of Directors, finalization of all relevant documentation on terms acceptable to Two Harbors and the committee, the satisfaction of all conditions to the closing of the transaction, Securities and Exchange Commission clearance and market conditions.

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

Conference Call

Two Harbors will host a conference call on May 24, 2017 at 8:30am EDT to discuss this announcement. To participate in the teleconference, please call toll-free (877) 868-1835, Conference Code 29256097, (or (914) 495-8581 for international callers) approximately 10 minutes prior to the above start time. You may also listen to the teleconference live via the Internet at www.twoharborsinvestment.com in the Investor Relations section under the Events and Presentations link.



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