History of the Merger
Two Harbors Investment Corp. (“TWO”) and CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (“CCM”), entered into a definitive merger agreement on March 27, 2026, as subsequently amended, pursuant to which CCM will acquire all of the outstanding shares of TWO common stock. In connection with entering into the merger agreement with CCM, TWO terminated its previously announced merger agreement, dated December 17, 2025, with UWM Holdings Corporation (NYSE: UWMC).
On July 2, 2026, TWO held a virtual special meeting of TWO’s common stockholders. At the Special Meeting, TWO’s common stockholders voted on and approved the proposal to approve the merger of TWO with CCM.
Transaction Consideration
Pursuant to the CCM Merger Agreement, at the effective time of the CCM transaction, each outstanding share of TWO common stock, par value $0.01 per share, will be converted into the right to receive $12.00 per share in cash, without interest. In addition, TWO common stockholders will receive a pro-rated stub dividend for the portion of the quarter in which the closing occurs, calculated based on TWO’s most recent quarterly dividend and the number of days elapsed in the quarter through and including the day prior to closing. Holders of TWO’s Series A, Series B and Series C preferred stock will have their shares redeemed following the closing of the CCM transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock.
Closing and Next Steps
In connection with the closing of the merger, CrossCountry Merger Corp., a wholly owned subsidiary of CCM, merged with and into TWO, with TWO surviving the merger as a wholly owned subsidiary of CCM. TWO stockholders are entitled to receive $12.00 per share in cash for each share of TWO common stock held immediately prior to the effective time of the merger. In addition, TWO stockholders of record at the close of business on August 24, 2026 are entitled to receive a stub period dividend in an amount equal to $0.20326 per share of TWO common stock. The stub period dividend will be paid with the merger consideration and will not reduce or otherwise affect the merger consideration. As a result of the merger, TWO’s common stock will no longer be listed on the New York Stock Exchange and TWO will become a privately held subsidiary of CCM.