Two Harbors Shareholder Files Suit Over Proxy Statement
Written by Emily J. Thompson, Senior Investment Analyst
Updated: May 15 2026
0mins
Source: seekingalpha
- Shareholder Lawsuit: Two Harbors shareholder George Assad has filed a lawsuit alleging that the company issued an incomplete and misleading proxy statement regarding its merger with CrossCountry Mortgage, seeking to delay the special stockholder meeting set for May 19, 2026, until a corrective disclosure is made.
- Merger Agreement Controversy: The lawsuit claims that Two Harbors' management abandoned an earlier merger agreement with UWM Holdings because UWMC did not plan to retain TWO's management, highlighting potential conflicts of interest between management and shareholders.
- Court Requests: The shareholder is asking the court to prevent Two Harbors from completing the merger with CrossCountry and to invalidate votes already cast, requiring a redo of the vote to ensure shareholders can make informed decisions.
- Market Reaction: Following the lawsuit announcement, Two Harbors' stock slipped 0.8% to $12.50 in premarket trading, matching UWMC's latest proposal price, indicating market concerns regarding the merger's prospects.
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Analyst Views on TWO
Wall Street analysts forecast TWO stock price to fall
5 Analyst Rating
1 Buy
4 Hold
0 Sell
Hold
Current: 12.380
Low
10.00
Averages
10.88
High
12.50
Current: 12.380
Low
10.00
Averages
10.88
High
12.50
About TWO
Two Harbors Investment Corp. is a real estate investment trust (REIT) that invests in mortgage servicing rights (MSR), residential mortgage-backed securities and other financial assets. The Company, through its operational platform, RoundPoint Mortgage Servicing LLC, is a servicer of conventional loans. The Company, through its subsidiary, TH MSR Holdings LLC, holds the requisite approvals from Fannie Mae and Freddie Mac to own and manage MSR. Its Agency residential mortgage-backed securities portfolio is comprised of fixed rate mortgage-backed securities backed by single-family and multi-family mortgage loans. Its other assets may include financial and mortgage-related assets other than its target assets, including non-Agency securities (securities that are not issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac), other Agency securities and certain non-hedging transactions that may produce non-qualifying income for purposes of REIT gross income tests.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
UWM Urges Shareholders to Vote Against Proposal
- Shareholder Voting Call: UWM (UWMC) publicly urged Two Harbors Investment (TWO) shareholders on Thursday to vote against a proposal, indicating strong concerns over corporate governance that could impact shareholder confidence in the company's future direction.
- Governance Risk Warning: This move reflects UWM's potential dissatisfaction with Two Harbors' investment decisions, which may lead to a decline in shareholder trust in the management, consequently affecting stock price performance.
- Market Reaction Anticipation: UWM's call could trigger renewed market interest in Two Harbors, prompting investors to reassess their investment strategies, thereby influencing the company's shareholder structure and market performance.
- Strategic Significance Analysis: UWM's action is not only a rejection of the current proposal but also a reevaluation of its position within the industry, potentially encouraging other companies to adopt more transparent and responsible governance practices.
See More
TWO Board Continues to Ignore Shareholder Will Amidst Delay Tactics
- Shareholder Vote Delay: The TWO Board has once again postponed the special shareholder meeting despite clear opposition from shareholders against the CCM transaction, indicating a disregard for shareholder interests that could lead to diminished trust.
- Superior Proposal Ignored: UWMC's offer of $12.50 per share in cash or 2.3328 shares of UWMC stock significantly surpasses CCM's $12.00 offer, yet the Board has failed to engage in meaningful discussions with UWMC, potentially missing an opportunity to enhance shareholder value.
- Management Interests Prioritized: The Board has prioritized management's interests over those of shareholders during the transaction process, resulting in wasted shareholder capital on advisory fees and delay tactics, which may provoke shareholder dissatisfaction and protests.
- Call for Active Engagement: UWMC urges TWO shareholders to vote against the CCM transaction and demands that the Board engage in constructive dialogue to ensure shareholders can achieve maximum value, a strategy that, if implemented, could alter the current transaction landscape.
See More
TWO Board Unanimously Recommends Stockholders Vote FOR CCM Transaction
- Special Meeting Postponed: TWO has announced the postponement of its Special Meeting originally scheduled for May 19, 2026, to June 11, 2026, to continue engaging with stockholders and solicit additional proxies in favor of the CCM transaction, thereby ensuring sufficient shareholder support for the deal.
- Increased Transaction Price: Through ongoing negotiations with CCM, the TWO Board successfully raised the acquisition price from $10.80 to $12.00 per share, representing a 21% premium over the unaffected share price, which not only enhances shareholder cash returns but also increases the attractiveness of the transaction.
- Regulatory Approval Progress: The CCM transaction has received 41 of the 53 required state and agency regulatory approvals, and the early termination of the HSR waiting period on May 21, 2026, indicates that the deal is nearing completion, thus reducing uncertainty for shareholders.
- Importance of Shareholder Vote: The TWO Board strongly recommends that shareholders vote in favor of the CCM transaction, emphasizing that if the deal is not approved, there may not be a superior actionable offer, thereby safeguarding shareholder interests and promoting the company's future stability.
See More
TWO's Failure to Secure Vote for CCM Transaction Signals Need for Engagement with UWMC
- Failed Shareholder Vote: TWO's inability to secure shareholder approval for the merger with CrossCountry Mortgage during the May 19 special meeting indicates a failure in the board's communication and value-maximizing efforts, leading to shareholder distrust regarding future transactions.
- Superior Proposal from UWMC: UWM Holdings has proposed to acquire TWO for $12.50 per share in cash or 2.3328 shares of UWMC stock, significantly better than CCM's offer, yet the board has not engaged with UWMC, risking shareholders missing out on higher returns.
- Independent Advisors' Recommendations: All three leading independent proxy advisors have recommended shareholders vote against the CCM transaction, reflecting dissatisfaction with the current transaction strategy of the TWO board, which could impact future shareholder support and market confidence.
- Importance of Voting: UWMC urges all TWO shareholders to vote against the CCM transaction at the rescheduled meeting to ensure good-faith engagement with UWMC, thereby creating greater value for shareholders, emphasizing the significance of every vote.
See More
Two Harbors Investment Adjourns Special Meeting on Sale to CrossCountry
- Meeting Postponement: Two Harbors Investment has adjourned its special meeting to May 28 to allow more time for soliciting shareholder votes in favor of the sale to CrossCountry, indicating a cautious approach in advancing the transaction.
- Shareholder Voting Dynamics: The postponement responds to shareholder and proxy voting needs, particularly after ISS recommended shareholders vote against the deal last week, highlighting the company's efforts to secure broader support for a successful transaction.
- Rejection of Competing Proposal: Two Harbors unanimously rejected UWM Holdings' revised proposal last week, citing that it did not address the 'core deficiencies and material risks' of previous proposals, reflecting the company's strong emphasis on transaction safety.
- Slight Stock Increase: Following the announcement, Two Harbors' shares rose by 0.8%, indicating a cautiously optimistic market sentiment regarding the company's future transaction prospects, despite the challenges posed by shareholder voting.
See More
TWO Board Unanimously Recommends Stockholders Vote for CCM Transaction
- Special Meeting Rescheduled: TWO's Special Meeting of Stockholders will reconvene on May 28, 2026, to provide additional time for stockholders to vote on the acquisition by CrossCountry Intermediate Holdco, reflecting the company's commitment to shareholder engagement.
- Board's Unanimous Recommendation: The TWO Board continues to unanimously recommend that stockholders vote in favor of the CCM transaction, emphasizing the importance of each vote to ensure the transaction's success and maximize shareholder value.
- Litigation Update: In a recent hearing, the U.S. District Court for Maryland ruled in favor of TWO, dismissing the plaintiff's request to delay the stockholder vote, indicating the company's strong legal position and facilitating the transaction's progress.
- Transaction Details Disclosed: Under the terms of the CCM acquisition agreement, TWO shareholders will receive $12.00 in cash per share, along with additional dividends, highlighting the direct economic benefits of the transaction for shareholders.
See More
UWM Urges Shareholders to Vote Against Proposal
- Shareholder Voting Call: UWM (UWMC) publicly urged Two Harbors Investment (TWO) shareholders on Thursday to vote against a proposal, indicating strong concerns over corporate governance that could impact shareholder confidence in the company's future direction.
- Governance Risk Warning: This move reflects UWM's potential dissatisfaction with Two Harbors' investment decisions, which may lead to a decline in shareholder trust in the management, consequently affecting stock price performance.
- Market Reaction Anticipation: UWM's call could trigger renewed market interest in Two Harbors, prompting investors to reassess their investment strategies, thereby influencing the company's shareholder structure and market performance.
- Strategic Significance Analysis: UWM's action is not only a rejection of the current proposal but also a reevaluation of its position within the industry, potentially encouraging other companies to adopt more transparent and responsible governance practices.
See More
TWO Board Continues to Ignore Shareholder Will Amidst Delay Tactics
- Shareholder Vote Delay: The TWO Board has once again postponed the special shareholder meeting despite clear opposition from shareholders against the CCM transaction, indicating a disregard for shareholder interests that could lead to diminished trust.
- Superior Proposal Ignored: UWMC's offer of $12.50 per share in cash or 2.3328 shares of UWMC stock significantly surpasses CCM's $12.00 offer, yet the Board has failed to engage in meaningful discussions with UWMC, potentially missing an opportunity to enhance shareholder value.
- Management Interests Prioritized: The Board has prioritized management's interests over those of shareholders during the transaction process, resulting in wasted shareholder capital on advisory fees and delay tactics, which may provoke shareholder dissatisfaction and protests.
- Call for Active Engagement: UWMC urges TWO shareholders to vote against the CCM transaction and demands that the Board engage in constructive dialogue to ensure shareholders can achieve maximum value, a strategy that, if implemented, could alter the current transaction landscape.
See More
TWO Board Unanimously Recommends Stockholders Vote FOR CCM Transaction
- Special Meeting Postponed: TWO has announced the postponement of its Special Meeting originally scheduled for May 19, 2026, to June 11, 2026, to continue engaging with stockholders and solicit additional proxies in favor of the CCM transaction, thereby ensuring sufficient shareholder support for the deal.
- Increased Transaction Price: Through ongoing negotiations with CCM, the TWO Board successfully raised the acquisition price from $10.80 to $12.00 per share, representing a 21% premium over the unaffected share price, which not only enhances shareholder cash returns but also increases the attractiveness of the transaction.
- Regulatory Approval Progress: The CCM transaction has received 41 of the 53 required state and agency regulatory approvals, and the early termination of the HSR waiting period on May 21, 2026, indicates that the deal is nearing completion, thus reducing uncertainty for shareholders.
- Importance of Shareholder Vote: The TWO Board strongly recommends that shareholders vote in favor of the CCM transaction, emphasizing that if the deal is not approved, there may not be a superior actionable offer, thereby safeguarding shareholder interests and promoting the company's future stability.
See More
TWO's Failure to Secure Vote for CCM Transaction Signals Need for Engagement with UWMC
- Failed Shareholder Vote: TWO's inability to secure shareholder approval for the merger with CrossCountry Mortgage during the May 19 special meeting indicates a failure in the board's communication and value-maximizing efforts, leading to shareholder distrust regarding future transactions.
- Superior Proposal from UWMC: UWM Holdings has proposed to acquire TWO for $12.50 per share in cash or 2.3328 shares of UWMC stock, significantly better than CCM's offer, yet the board has not engaged with UWMC, risking shareholders missing out on higher returns.
- Independent Advisors' Recommendations: All three leading independent proxy advisors have recommended shareholders vote against the CCM transaction, reflecting dissatisfaction with the current transaction strategy of the TWO board, which could impact future shareholder support and market confidence.
- Importance of Voting: UWMC urges all TWO shareholders to vote against the CCM transaction at the rescheduled meeting to ensure good-faith engagement with UWMC, thereby creating greater value for shareholders, emphasizing the significance of every vote.
See More
Two Harbors Investment Adjourns Special Meeting on Sale to CrossCountry
- Meeting Postponement: Two Harbors Investment has adjourned its special meeting to May 28 to allow more time for soliciting shareholder votes in favor of the sale to CrossCountry, indicating a cautious approach in advancing the transaction.
- Shareholder Voting Dynamics: The postponement responds to shareholder and proxy voting needs, particularly after ISS recommended shareholders vote against the deal last week, highlighting the company's efforts to secure broader support for a successful transaction.
- Rejection of Competing Proposal: Two Harbors unanimously rejected UWM Holdings' revised proposal last week, citing that it did not address the 'core deficiencies and material risks' of previous proposals, reflecting the company's strong emphasis on transaction safety.
- Slight Stock Increase: Following the announcement, Two Harbors' shares rose by 0.8%, indicating a cautiously optimistic market sentiment regarding the company's future transaction prospects, despite the challenges posed by shareholder voting.
See More
TWO Board Unanimously Recommends Stockholders Vote for CCM Transaction
- Special Meeting Rescheduled: TWO's Special Meeting of Stockholders will reconvene on May 28, 2026, to provide additional time for stockholders to vote on the acquisition by CrossCountry Intermediate Holdco, reflecting the company's commitment to shareholder engagement.
- Board's Unanimous Recommendation: The TWO Board continues to unanimously recommend that stockholders vote in favor of the CCM transaction, emphasizing the importance of each vote to ensure the transaction's success and maximize shareholder value.
- Litigation Update: In a recent hearing, the U.S. District Court for Maryland ruled in favor of TWO, dismissing the plaintiff's request to delay the stockholder vote, indicating the company's strong legal position and facilitating the transaction's progress.
- Transaction Details Disclosed: Under the terms of the CCM acquisition agreement, TWO shareholders will receive $12.00 in cash per share, along with additional dividends, highlighting the direct economic benefits of the transaction for shareholders.
See More
