TWO Enters Merger Agreement with CrossCountry at $10.80 per Share
TWO (TWO) and CrossCountry Intermediate Holdco, an affiliate of CrossCountry Mortgage, announced that they have entered into a definitive merger agreement pursuant to which CrossCountry will acquire all of the outstanding shares of TWO common stock for $10.80 per share in cash. In connection with entering into the merger agreement with CrossCountry, TWO has terminated its previously announced merger agreement, dated December 17, with UWM Holdings Corporation (UWMC). CrossCountry, on behalf of TWO, agreed to pay the termination fee of $25.4M to UWMC in accordance with the terms of the UWMC merger agreement. TWO's special meeting of stockholders to approve the UWMC merger, which was scheduled to be held on April 7 has been canceled. The combination of CCM, the nation's largest distributed retail mortgage lender, with TWO's mortgage servicing rights portfolio and RoundPoint's mortgage servicing platform, creates a fully integrated mortgage company. Together, the platform spans the full mortgage customer lifecycle - from origination through servicing - driving higher customer retention, recurring revenue streams, and lower customer acquisition costs. Prior to the closing of the merger, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods. TWO does not intend to pay a partial dividend for the quarter in which the closing occurs in the event the closing does not occur as of quarter-end. TWO's common stock dividend is a function of several factors, including sustainability, earnings and return potential of the portfolio, taxable income, impact to book value and the market environment. Under the terms of the agreement, TWO stockholders will receive $10.80 in cash for each share of TWO common stock. Holders of TWO's Series A, Series B and Series C Preferred Stock will have their shares redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. The TWO Board of Directors has unanimously approved the merger agreement and recommends that TWO stockholders vote to approve the transaction. The transaction is expected to close in the second half of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. The transaction is not subject to any financing condition. Upon completion of the transaction, TWO common stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company, and TWO will become a wholly owned subsidiary of CrossCountry.
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- Acquisition Termination: UWMC announced the termination of its acquisition agreement with Two Harbors Investment after the latter signed a new merger agreement with CrossCountry Mortgage, indicating that Two Harbors' management decisions do not reflect the best interests of their shareholders.
- Management Controversy: UWMC highlighted that the same management team at Two Harbors, which had to settle a $375 million lawsuit last summer, is making controversial decisions again, suggesting that their choices may be driven more by ego than sound judgment.
- Strategic Intent: UWMC's original strategy was to acquire Two Harbors' servicing book rather than its operations, asserting that there are no operational efficiencies to gain since its own operations are already best in class.
- Competitive Bidding: Two Harbors opted for CrossCountry Mortgage's superior offer of $10.80 per share over UWMC's $10.70 proposal, reflecting the intense competition in the market and the emphasis on maximizing shareholder value.
- Market Decline: The S&P 500 index fell by 1.67%, marking a 7-month low, while the Nasdaq 100 and Dow Jones Industrial Average dropped by 1.93% and 1.73%, respectively, indicating heightened concerns over economic slowdown.
- Oil Price Surge: WTI crude oil prices surged over 5% due to fears surrounding the Iran conflict, which not only exacerbates inflation expectations but may also compel the Federal Reserve to tighten monetary policy, impacting overall economic growth.
- Consumer Sentiment Drop: The University of Michigan's consumer sentiment index was revised down to 53.3 from 55.5, below the expected 54.0, reflecting a pessimistic outlook among consumers regarding future economic conditions, potentially suppressing consumer spending.
- Escalating US-China Trade Tensions: China launched investigations into US trade practices targeting restrictions on Chinese goods, which could further disrupt global supply chains and increase market uncertainty.

Management Actions: The management and board of Two Harbors Investment Corp. have taken actions that do not align with the best interests of their shareholders.
Shareholder Concerns: There are significant concerns regarding the decisions made by the management and board, indicating a potential disconnect from shareholder priorities.
Response to Two Harbors Acquisition: UWM has issued a statement regarding the acquisition of Two Harbors Investment Corp, addressing the implications and their stance on the deal.
Market Reactions: The announcement has led to varied reactions in the market, with analysts weighing in on the potential impact of the acquisition on both companies involved.
Strategic Considerations: UWM outlines its strategic considerations in light of the acquisition, emphasizing its commitment to maintaining competitive advantages in the industry.
Future Outlook: The company discusses its future outlook post-acquisition, indicating plans for growth and adaptation in response to the changing market landscape.
- Market Sentiment Declines: The S&P 500 and Nasdaq 100 fell by 0.79% and 1.12%, respectively, reaching 6.75-month lows, reflecting investor concerns about the global economic outlook amid escalating tensions in Iran.
- Rising Inflation Expectations: The University of Michigan's consumer sentiment index was revised down to 53.3 from 55.5, below expectations, while 1-year inflation expectations increased to 3.8%, indicating market fears of rising prices that could prompt the Fed to tighten monetary policy.
- Surging Energy Prices: Crude oil prices rose over 3% due to disruptions in global oil supply caused by the Iran conflict, with the IEA warning that the war could cut global oil supply by 8 million barrels per day, exacerbating inflationary pressures.
- US-China Trade Tensions: China launched investigations into US trade practices in retaliation for similar probes by the Trump administration, potentially impacting global supply chains and increasing market uncertainty, further undermining investor confidence.
- Market Decline: The S&P 500 index fell by 0.74% and the Nasdaq 100 dropped by 0.94%, reflecting investor concerns over the prolonged Iran war, which may impact future investment decisions and market stability.
- Surging Energy Prices: The International Energy Agency warns that the ongoing conflict could disrupt global oil supply by 8 million barrels per day, potentially pushing crude prices above the 2008 record high of nearly $150 per barrel, thereby exacerbating inflationary pressures.
- Rising Bond Yields: The 10-year U.S. Treasury yield reached an 8.25-month high of 4.48%, indicating heightened expectations for future interest rate hikes, which could compel the Federal Reserve to adopt a tighter monetary policy to combat persistent inflation.
- Escalating U.S.-China Trade Tensions: China has launched investigations into U.S. trade practices, targeting restrictions on Chinese goods, which may further escalate trade frictions and disrupt global supply chain stability.









