Two Harbors Amends Merger Agreement, Increases Cash Consideration to $11.30 Per Share

summarizeSummary

Two Harbors Investment Corp. has formally amended its merger agreement with CrossCountry Intermediate Holdco, LLC, increasing the cash consideration for common stock to $11.30 per share and significantly raising the company termination fee.

check_boxKey Events

• Merger Consideration Increased

  The cash consideration for each outstanding share of common stock has been raised from $10.80 to $11.30, a $0.50 per share increase.

• Termination Fee Doubled

  The company termination fee payable to CrossCountry Intermediate Holdco, LLC has been increased from $25.4 million to $50.0 million.

• New Closing Condition Added

  A new closing condition requires obtaining consents for certain business permits related to Two Harbors' mortgage origination and servicing businesses.

• Board Reaffirms Recommendation

  Two Harbors' Board of Directors unanimously approved the amendment and reaffirmed its recommendation for stockholders to approve the merger.

auto_awesomeAnalysis

This 8-K formalizes the amended merger agreement with CrossCountry Intermediate Holdco, LLC, adding new details to the prior disclosure from April 28, 2026. The key update is an increase in the cash consideration for Two Harbors' common stock from $10.80 to $11.30 per share, representing a material improvement for shareholders. Additionally, the company termination fee has been significantly increased from $25.4 million to $50.0 million, making the deal more binding and costly for Two Harbors to terminate. A new closing condition requiring business permit consents has also been added. The Board has unanimously reaffirmed its recommendation for the amended merger, which is expected to close in Q3 2026. This amendment follows a thorough evaluation of a competing proposal, reinforcing the board's commitment to this transaction.