Item 8.01 Other Events.
As previously disclosed, on April 13, 2020, Two Harbors Investment Corp. (the
"Company") announced that it had elected not to renew its Management Agreement
with PRCM Advisers LLC on the basis of unfair compensation payable to PRCM
Advisers in accordance with Section 13(a)(ii) of the Management Agreement.
Further, on July 15, 2020, the Company provided PRCM Advisers with a notice of
termination of the Management Agreement for "cause" in accordance with Section
15(a) of the Management Agreement. Subsequent to these events, the Securities
Exchange Commission ("SEC") advised Company that it had opened an investigation
in connection with the Company's decisions not to renew the Management Agreement
on the basis of unfair compensation payable to PRCM Advisers and to terminate
the Management Agreement for "cause."
On January 5, 2022, the SEC informed the Company that it has concluded its
investigation as to the Company and that, based on the information provided to
the SEC as of such date, it does not intend to recommend any enforcement action
against the Company.
Forward-Looking Statements
Certain items in this Current Report on Form 8-K may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. 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,"
"believes," "predicts," "potential," "continue," and similar expressions are
intended to identify such forward-looking statements. Readers are cautioned not
to place undue reliance upon any forward-looking statements, which speak only as
of the date made. Additional information concerning these and other risk factors
is contained in the Company's most recent filings with the SEC. All subsequent
written and oral forward-looking statements concerning the Company or matters
attributable to the Company or any person acting on its behalf are qualified in
their entirety by the cautionary statements above. The Company 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.
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