Unassociated Document
TWO
HARBORS INVESTMENT CORP.
601
Carlson Parkway, Suite 330
Minnetonka,
MN 55305
(612)
238-3300
APRIL 20,
2010
VIA
EDGAR
Securities
and Exchange Commission Division of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Ladies
and Gentlemen:
Pursuant
to Rule 477(a) promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), Two Harbors Investment Corp., a Maryland corporation (the
“Registrant”), hereby requests the withdrawal, effective as of the date hereof,
of the Registrant’s Post-Effective Amendment (the “Post-Effective Amendment”)
No. 1 on Form S-11 (File No. 333-165556). The Post-Effective Amendment was filed
with the Securities and Exchange Commission (the Commission) on April 19,
2010.
The
Post-Effective Amendment was filed to offer and sell up to 11,000,000 shares of
the Registrant’s common stock, in connection with a variable priced
distribution. The Registrant now wishes to proceed with a fixed rate
distribution as reflected in Registrant’s pre-effective Amendment No. 2 on Form
S-11 filed with the Commission on April 12, 2010 and declared effective on April
15, 2010. As a result, the Post-Effective Amendment is no longer
necessary. No securities have been issued or sold pursuant to the Post-Effective
Amendment.
In
accordance with the foregoing, the Registrant hereby respectfully requests that
the Commission issue a written order granting the withdrawal of the
Post-Effective Amendment.
Please
send copies of any written order granting withdrawal of the Post-Effective
Amendment to the undersigned at 601 Carlson Parkway, Suite 330, Minnetonka, MN
55305, facsimile number (612) 238-3301, with a copy to Stephen Quinlivan of
Leonard, Street and Deinard PA, the Registrant’s outside counsel, at 150 South
Fifth Street, Suite 2300, Minneapolis, MN 55402, facsimile number (612)
335-1657. If you have any questions regarding this application for withdrawal,
please call Stephen Quinlivan at (612) 335-7076. Thank you for your attention to
this matter.
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Sincerely,
TWO
HARBORS INVESTMENT CORP.
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By:
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/s/ Jeffrey
Stolt |
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Name:
Jeffrey Stolt |
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Title:
Chief Financial Officer
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