Organization and Operations |
3 Months Ended |
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Mar. 31, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Operations | Organization and Operations Two Harbors Investment Corp. is a Maryland corporation founded in 2009 that, through its wholly owned subsidiaries (collectively, the “Company”), invests in, finances and manages mortgage servicing rights (“MSR”) and Agency residential mortgage-backed securities (“Agency RMBS”), and, through its operational platform, RoundPoint Mortgage Servicing LLC (“RoundPoint”), is one of the largest servicers of conventional loans in the country. Agency refers to a U.S. government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or a U.S. government agency such as the Government National Mortgage Association (“Ginnie Mae”). The Company is structured as an internally-managed real estate investment trust (“REIT”), and its common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TWO.”
The Company seeks to leverage its core competencies of understanding and managing interest rate and prepayment risk to invest in its portfolio of MSR and Agency RMBS, with the objective of delivering more stable performance, relative to RMBS portfolios without MSR, across changing market environments. The Company is acutely focused on creating sustainable stockholder value over the long term.
The Company has elected to be treated as a REIT as defined under the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. As long as the Company continues to comply with a number of requirements under federal tax law and maintains its qualification as a REIT, the Company generally will not be subject to U.S. federal income taxes to the extent that the Company distributes its taxable income to its stockholders on an annual basis and does not engage in prohibited transactions. However, certain activities that the Company may perform may cause it to earn income which will not be qualifying income for REIT purposes. The Company has designated certain of its subsidiaries as taxable REIT subsidiaries (“TRSs”), as defined in the Code, to engage in such activities.
On March 27, 2026, the Company and CrossCountry Intermediate Holdco, LLC (“CCM”) entered into a definitive agreement (the “Original CCM Merger Agreement”) for CCM to acquire all of the outstanding shares of the Company’s common stock in an all-cash transaction (the “CCM Merger”). On April 28, 2026, the Company and CCM entered into an amendment to the Original CCM Merger Agreement (the “Amendment” and, the Original CCM Merger Agreement, as amended by the Amendment, the “Amended CCM Merger Agreement”). The Amendment, among other things, provides that, at the effective time of the CCM Merger, each outstanding share of the Company’s common stock will be converted into the right to receive an amount in cash equal to $11.30 per share, an increase from the $10.80 per share consideration under the Original CCM Merger Agreement. Subject to the terms and conditions of the Amended CCM Merger Agreement, at the effective time, each outstanding share of the Company’s 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (collectively, the “Preferred Stock”), will remain issued and outstanding. Promptly after the effective time, the surviving company will deliver a notice of redemption to its preferred stockholders, in accordance with the Company’s Articles of Amendment and Restatement, and the Articles Supplementary thereto, and its Amended and Restated Bylaws. Following the effective time, when required in connection with the redemption of the Preferred Stock, CCM, on behalf of the Company, will irrevocably set aside and deposit, separate and apart from its other funds, in trust for the benefit of the Company’s preferred stockholders, cash in immediately available funds in the amount of $25.00 per outstanding share of Preferred Stock, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but not including, the redemption date (the “Preferred Stock Redemption Amount”). On the redemption date set forth in the notice of redemption, each share of Preferred Stock will be redeemed for an amount in cash equal to the Preferred Stock Redemption Amount. The CCM Merger is expected to close in the second half of 2026, subject to approval of the Company’s common stockholders and the satisfaction of other closing conditions, including customary regulatory approvals.
As previously disclosed, on December 17, 2025, the Company entered into a definitive agreement and plan of merger with UWM Holdings Corporation (“UWM”), (the “UWM Merger Agreement”). Following the determination that the Company had received a “Company Superior Proposal,” as defined in the UWM Merger Agreement, from CCM, and after considering UWM’s proposed revisions to the UWM Merger Agreement in consultation with Two Harbors’ financial advisors and outside legal counsel, on March 27, 2026, prior to entering into the Original CCM Merger Agreement, Two Harbors delivered to UWM a written notice terminating the UWM Merger Agreement. In connection with the termination of the UWM Merger Agreement, CCM, on behalf of Two Harbors, paid UWM a termination fee of $25.4 million in cash as required by the terms of the UWM Merger Agreement (the “UWM Termination Fee”). For the three months ended March 31, 2026, the Company incurred the UWM Termination Fee of $25.4 million; however, this amount was economically and contractually offset through the corresponding payment made by CCM, and accordingly, the UWM Termination Fee did not result in a net impact to the Company’s consolidated financial statements.
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