Two Harbors Amends Merger Agreement with CrossCountry Mortgage, Boosting Cash Offer to $12.00 Per Share

summarizeSummary

Two Harbors Investment Corp. has increased its all-cash merger consideration with CrossCountry Mortgage to $12.00 per share, up from $11.30, and updated financing terms, reaffirming its board's recommendation amidst a competing bid.

check_boxKey Events

• Merger Consideration Increased

  Two Harbors common stockholders will now receive $12.00 per share in cash, an increase from the previous offer of $11.30 per share under the First Amendment.

• Termination Fee Adjusted

  The termination fee payable by Two Harbors to CrossCountry Mortgage under certain conditions has been increased from $50.0 million to $51.0 million.

• Financing Commitments Updated

  The agreement now references a $1.4 billion unsecured financing commitment obtained by CrossCountry Mortgage, with financing not being a condition to closing.

• Board Reaffirms Recommendation

  Two Harbors' Board of Directors unanimously approved the Second Amendment and continues to recommend stockholders approve the merger with CrossCountry Mortgage.

auto_awesomeAnalysis

This 8-K announces a significant amendment to the merger agreement with CrossCountry Mortgage, directly increasing the cash payout to shareholders. The $0.70 per share increase in consideration, coupled with updated financing commitments, strengthens the deal's attractiveness. This move comes in response to an unsolicited bid from UWMC and highlights the board's commitment to maximizing shareholder value and ensuring deal certainty. The unanimous board recommendation reinforces confidence in the revised terms and the path to closing.