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

summarizeSummary

Two Harbors Investment Corp. has amended its merger agreement with CrossCountry Mortgage, increasing the all-cash consideration for shareholders to $12.00 per share and reaffirming the Board's recommendation for the deal amidst a competing bid.

check_boxKey Events

• Increased Merger Consideration

  The all-cash offer for Two Harbors common stock has been raised from $11.30 to $12.00 per share, representing a $0.70 per share increase.

• Board Reaffirms Recommendation

  Two Harbors' Board of Directors unanimously reiterated its recommendation that stockholders approve the amended merger agreement with CrossCountry Mortgage.

• Termination Fee Adjusted

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

• Financing Provisions Updated

  The agreement now references a new $1.4 billion unsecured financing commitment obtained by CrossCountry Mortgage in connection with the transaction.

auto_awesomeAnalysis

This DEFA14A filing, which includes an 8-K, details the second amendment to the merger agreement with CrossCountry Mortgage (CCM), significantly increasing the cash consideration for Two Harbors shareholders from $11.30 to $12.00 per share. This material improvement for shareholders comes amidst an ongoing competitive acquisition scenario, including an unsolicited proposal from UWMC. The Board of Directors unanimously reaffirmed its recommendation for the CCM transaction, emphasizing the certainty of its committed financing and clear path to close. The filing directly contrasts the $12.00 cash offer with UWMC's competing stock consideration, which it notes was valued at $7.88 per share as of May 7, 2026. Investors should also note the slight increase in the termination fee, which further solidifies the commitment to the CCM deal.