Capitol Acquisition and Two Harbors Announce Closing of Merger Transaction
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NEW YORK, Oct. 29 /PRNewswire-FirstCall/ -- Capitol Acquisition Corp.
("Capitol") (NYSE Amex: CLA; CLA.U; CLA.WS) and Two Harbors Investment Corp.
("Two Harbors") today announced the completion of their merger transaction
and that Two Harbors will immediately begin conducting business as a REIT
investing in residential mortgage-backed securities.
Two Harbors' common stock and warrants will open for trading today on NYSE
Amex under the ticker symbols "TWO" and "TWO.WS", respectively.
Two Harbors will have 13,399,209 shares of common stock outstanding,
33,249,000 warrants outstanding, and approximately $124.3 million in cash
available for investment. The book value of Two Harbors is expected to be
approximately $9.30 per share.
"We are delighted to announce the completion of this transaction," said Tom
Siering, President and Chief Executive Officer of Two Harbors. "We continue
to see opportunities in the residential mortgage-backed securities markets,
and we look forward to pursuing those opportunities on behalf of the
stockholders of Two Harbors."
Two Harbors will be externally-managed by PRCM Advisers, LLC, a wholly-owned
subsidiary of Pine River Capital Management L.P., a leading independent global
alternative investment advisor with over $1.2 billion in assets under
management. Co-Chief Investment Officers Steve Kuhn and Bill Roth will lead
the investment team.
Mr. Kuhn has over 16 years of experience investing in and trading mortgage
backed, asset backed and related securities at Goldman Sachs, Citadel and
Cargill. Mr. Roth recently joined Two Harbors from Citigroup Global Markets
Inc., where he was a Managing Director in the firm's proprietary trading group
managing mortgage backed and asset backed securities portfolios. He began his
career in the mortgage-backed securities department of Salomon Brothers in
1981.
"This transaction is an excellent result for all stakeholders and an important
milestone in creating what we believe will be one of the premier franchises in
the mortgage REIT industry," said Mark Ein, Capitol's Chairman and Founder,
and the Vice Chairman of the Two Harbors board. "We look forward to working
closely with the Two Harbors team to make the company a continuing success
that will generate superior long-term returns for our shareholders."
Credit Suisse acted as financial adviser to Two Harbors. Citigroup and
Ladenburg Thalmann acted as financial advisers to Capitol. Two Harbors'
counsel in the transaction was Clifford Chance US LLP, and Capitol's were
Graubard Miller and Latham & Watkins LLP.
Two Harbors Investment Corp.
Two Harbors is a newly-formed Maryland corporation focused on investing in
residential mortgage-backed securities. Two Harbors is headquartered in
Minnetonka, Minnesota, and is externally managed and advised by PRCM Advisers,
LLC, a wholly-owned subsidiary of Pine River Capital Management L.P.
Capitol Acquisition Corp.
Capitol Acquisition Corp. was a Washington, D.C. specified purpose acquisition
company formed for the purpose of completing a business combination. Upon
completion of the transactions described above, Capitol became an indirect
wholly-owned subsidiary of Two Harbors.
Safe Harbor
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. Actual results may differ from expectations, estimates
and projections and, consequently, you should not rely on these forward
looking statements as predictions of future events. Words such as "expect,"
"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. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to
differ materially from the expected results.
Additional information concerning these and other risk factors is contained in
Capitol's and Two Harbors' most recent filings with the Securities and
Exchange Commission ("SEC"). All subsequent written and oral forward-looking
statements concerning Capitol and Two Harbors, the merger, the related
transactions or other matters attributable to Capitol and Two Harbors or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Capitol and Two Harbors caution readers not to
place undue reliance upon any forward-looking statements, which speak only as
of the date made. Capitol and Two Harbors do not undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their expectations or any
change in events, conditions or circumstances on which any such statement is
based.
Additional Information
Stockholders and warrant holders of Capitol and Two Harbors, and other
interested persons, may find additional information regarding the companies at
the SEC's Internet site at http://www.sec.gov or by directing requests to:
Capitol Acquisition Corp., 509 7th Street, NW, Washington, DC 20004, telephone
(202) 654-7060; or Two Harbors Investment Corp., 601 Carlson Parkway, Suite
330, Minnetonka, MN 55305, telephone 612 238-3300.
SOURCE Capitol Acquisition Corp.
Media: Patrick Clifford, or Pen Pendleton, both of The Abernathy MacGregor
Group, +1-212-371-5999; or Investors: Anh Huynh, Investor Relations, Two
Harbors Investment Corp., +1-612-238-3348, or Mark Ein, Chief Executive
Officer, Capitol Acquisition Corp., +1-202-654-7001
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