Two Harbors Shareholders Approve Merger with CrossCountry Mortgage
Written by Emily J. Thompson, Senior Investment Analyst
Updated: 5 days ago
0mins
Two Harbors announced, based on the preliminary vote count, that its common stockholders voted to approve the previously announced merger with CrossCountry Mortgage, LLC at the reconvened Special Meeting of Stockholders held on July 2, 2026. The voting results described above are preliminary and remain subject to final certification by the independent inspector of elections. TWO intends to report the final, certified voting results in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission. Under the terms of the Agreement and Plan of Merger, dated March 27, 2026, as amended, CrossCountry Merger Corp., a wholly owned subsidiary of CCM, will merge with and into TWO, with TWO surviving the merger as a wholly owned subsidiary of CCM. Pursuant to the CCM Merger Agreement, at the effective time of the CCM transaction, each outstanding share of TWO common stock, par value $0.01 per share, will be converted into the right to receive $12.00 per share in cash, without interest. In addition, TWO common stockholders will receive a pro-rated stub dividend for the portion of the quarter in which the closing occurs, calculated based on TWO's most recent quarterly dividend and the number of days elapsed in the quarter through and including the day prior to closing. Holders of TWO's Series A, Series B and Series C preferred stock will have their shares redeemed following the closing of the CCM transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. Houlihan Lokey Capital, Inc. is serving as financial advisor and PJT Partners is serving as strategic advisor to TWO. Jones Day is serving as legal counsel and D.F. King & Co., Inc. is serving as proxy solicitor to TWO. Citi is acting as exclusive financial advisor and Simpson Thacher & Bartlett LLP is acting as legal counsel to CCM. Innisfree is acting as proxy advisor to CCM.
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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: 12.090
Low
10.00
Averages
10.88
High
12.50
Current: 12.090
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.
TWO Shareholders Approve Merger with CCM
- Merger Vote Results: TWO shareholders approved the merger with CrossCountry Mortgage at the special meeting on July 2, 2026, with preliminary results indicating strong support, which is expected to enhance the company's competitive position in the REIT market.
- Transaction Consideration: Under the merger agreement, each share of TWO common stock will convert into $12 in cash, along with a pro-rated quarterly dividend, which will improve shareholder returns and bolster market confidence.
- Regulatory Approval Progress: As of now, the CCM transaction has received 48 out of 53 required state regulatory approvals and has cleared federal antitrust review, with completion expected in August 2026, marking a significant step in the company's strategic expansion.
- Advisory Team Composition: TWO has engaged Houlihan Lokey as financial advisor and PJT Partners as strategic advisor, demonstrating the company's commitment to professional support during the merger process to ensure a smooth transaction and maximize shareholder value.
See More
Two Harbors Shareholders Approve $12 Per Share Sale to CrossCountry Mortgage
- Shareholder Vote Outcome: Two Harbors shareholders voted on Thursday to approve the sale to CrossCountry Mortgage for $12 per share in cash, indicating strong support for the transaction that is expected to provide stable cash flow for the company.
- Acquisition Competition Dynamics: This vote followed Two Harbors' adjournment of its special meeting last week to garner more shareholder support, reflecting the intense competition for the acquisition, especially after the termination of UWM Holdings' $1.3 billion all-stock deal.
- Transaction Background: CrossCountry's cash proposal was deemed “superior” by Two Harbors, highlighting the company's commitment to shareholder interests during the acquisition process, which may also influence future market confidence and stock performance.
- Market Reaction: Following the vote, Two Harbors' stock edged up by 0.6%, demonstrating a positive market response to the acquisition deal, which could attract more investor interest in the company's future prospects.
See More
TWO Board Unanimously Recommends Stockholders Vote FOR CCM Transaction
- Transaction Recommendation: The TWO Board unanimously believes that the CCM transaction is in the best interests of shareholders, recommending that they vote in favor at the Special Meeting, which is expected to close in August 2026, further solidifying the company's market position.
- Shareholder Returns: The CCM transaction offers TWO shareholders $12.00 per share in cash plus a pro-rated stub dividend, representing a 21% premium to the unaffected share price and a 119% premium to the tangible book value as of March 31, 2026, highlighting the transaction's attractiveness.
- Meeting Arrangement: The Special Meeting of Stockholders will reconvene on July 2, 2026, and shareholders are urged to vote promptly, with those who have not yet voted encouraged to use the WHITE proxy card to ensure every voice is heard.
- Regulatory Progress: The CCM transaction has secured 47 of the 53 required regulatory approvals, is fully financed with no financing contingencies, indicating that the smooth progression of the transaction will bring long-term strategic benefits to TWO.
See More
UWMC Reaffirms Commitment to Acquire TWO
- Acquisition Commitment Reaffirmed: UWM Holdings Corporation (UWMC) reaffirms its commitment to acquire Two Harbors Investment Corp. (TWO), emphasizing its offer of $12.50 per share in cash, which significantly surpasses the $12.00 per share deal with CrossCountry Mortgage (CCM), demonstrating UWMC's focus on maximizing shareholder value.
- Shareholder Voting Call: UWMC urges TWO shareholders to vote against the CCM transaction at the special meeting on June 23, asserting that rejecting the inferior deal is the only way to ensure maximum shareholder rights, highlighting the importance of shareholder influence in corporate governance.
- Independent Advisor Support: Independent proxy advisors such as ISS and Glass Lewis have unanimously recommended shareholders vote against the CCM transaction, citing concerns over the TWO Board's decision-making process, further validating UWMC's acquisition proposal and reflecting market confidence in UWMC's offer.
- Advocacy for Open Negotiations: UWMC expresses readiness for genuine negotiations, despite viewing TWO's brief engagement as a smokescreen; UWMC hopes to achieve the best transaction through open dialogue, underscoring the significance of transparency and shareholder involvement.
See More
Two Harbors Investment Urges Shareholders to Support Cross Country Deal
- Importance of Shareholder Vote: Two Harbors Investment (TWO) board urges shareholders to vote in favor of the Cross Country deal at the special meeting, emphasizing the certainty of $12.00 per share in cash to avoid a potential significant decline in stock value, highlighting the direct impact on shareholder interests.
- Lack of Proposal: During the waiver period granted to engage with UWM Holdings (UWMC), TWO stated that UWMC did not submit a new proposal and has taken no constructive actions in the past five days, indicating a waning interest in the transaction that could affect future deal opportunities.
- Impact of Stock Decline: TWO noted that UWMC's stock has fallen over 50% since December 2025, which poses a significant obstacle to UWMC's proposal to acquire TWO using its own common stock as default consideration, reflecting a lack of market confidence in UWMC.
- Uncertainty of Future Transactions: TWO warns that if shareholders fail to approve the CCM transaction, there is no reason to believe that a superior proposal will come from UWMC or any other third party, emphasizing the urgency and necessity of the current deal.
See More
Two Harbors Declares Q2 2026 Dividend Amid Merger Plans
- Dividend Declaration: Two Harbors Investment Corp has declared a common stock dividend of $0.34 per share for Q2 2026, payable on July 15, 2026, reflecting the company's commitment to sustainability and earnings potential in a challenging market environment.
- Merger Agreement: The company has entered into a merger agreement with CrossCountry Mortgage, expected to close in August 2026, which could reshape its capital structure and enhance competitive positioning in the mortgage servicing sector.
- Preferred Stock Dividends: Additionally, Two Harbors announced preferred stock dividends for Q2 2026, including $0.5078 for Series A, $0.4765 for Series B, and $0.5651 for Series C, demonstrating a strong commitment to its preferred shareholders amidst ongoing strategic changes.
- Future Outlook: Prior to the merger's completion, Two Harbors intends to continue paying regular quarterly dividends, indicating a strategy focused on maintaining stable cash flow and shareholder returns during the transition period.
See More
TWO Shareholders Approve Merger with CCM
- Merger Vote Results: TWO shareholders approved the merger with CrossCountry Mortgage at the special meeting on July 2, 2026, with preliminary results indicating strong support, which is expected to enhance the company's competitive position in the REIT market.
- Transaction Consideration: Under the merger agreement, each share of TWO common stock will convert into $12 in cash, along with a pro-rated quarterly dividend, which will improve shareholder returns and bolster market confidence.
- Regulatory Approval Progress: As of now, the CCM transaction has received 48 out of 53 required state regulatory approvals and has cleared federal antitrust review, with completion expected in August 2026, marking a significant step in the company's strategic expansion.
- Advisory Team Composition: TWO has engaged Houlihan Lokey as financial advisor and PJT Partners as strategic advisor, demonstrating the company's commitment to professional support during the merger process to ensure a smooth transaction and maximize shareholder value.
See More
Two Harbors Shareholders Approve $12 Per Share Sale to CrossCountry Mortgage
- Shareholder Vote Outcome: Two Harbors shareholders voted on Thursday to approve the sale to CrossCountry Mortgage for $12 per share in cash, indicating strong support for the transaction that is expected to provide stable cash flow for the company.
- Acquisition Competition Dynamics: This vote followed Two Harbors' adjournment of its special meeting last week to garner more shareholder support, reflecting the intense competition for the acquisition, especially after the termination of UWM Holdings' $1.3 billion all-stock deal.
- Transaction Background: CrossCountry's cash proposal was deemed “superior” by Two Harbors, highlighting the company's commitment to shareholder interests during the acquisition process, which may also influence future market confidence and stock performance.
- Market Reaction: Following the vote, Two Harbors' stock edged up by 0.6%, demonstrating a positive market response to the acquisition deal, which could attract more investor interest in the company's future prospects.
See More
TWO Board Unanimously Recommends Stockholders Vote FOR CCM Transaction
- Transaction Recommendation: The TWO Board unanimously believes that the CCM transaction is in the best interests of shareholders, recommending that they vote in favor at the Special Meeting, which is expected to close in August 2026, further solidifying the company's market position.
- Shareholder Returns: The CCM transaction offers TWO shareholders $12.00 per share in cash plus a pro-rated stub dividend, representing a 21% premium to the unaffected share price and a 119% premium to the tangible book value as of March 31, 2026, highlighting the transaction's attractiveness.
- Meeting Arrangement: The Special Meeting of Stockholders will reconvene on July 2, 2026, and shareholders are urged to vote promptly, with those who have not yet voted encouraged to use the WHITE proxy card to ensure every voice is heard.
- Regulatory Progress: The CCM transaction has secured 47 of the 53 required regulatory approvals, is fully financed with no financing contingencies, indicating that the smooth progression of the transaction will bring long-term strategic benefits to TWO.
See More
UWMC Reaffirms Commitment to Acquire TWO
- Acquisition Commitment Reaffirmed: UWM Holdings Corporation (UWMC) reaffirms its commitment to acquire Two Harbors Investment Corp. (TWO), emphasizing its offer of $12.50 per share in cash, which significantly surpasses the $12.00 per share deal with CrossCountry Mortgage (CCM), demonstrating UWMC's focus on maximizing shareholder value.
- Shareholder Voting Call: UWMC urges TWO shareholders to vote against the CCM transaction at the special meeting on June 23, asserting that rejecting the inferior deal is the only way to ensure maximum shareholder rights, highlighting the importance of shareholder influence in corporate governance.
- Independent Advisor Support: Independent proxy advisors such as ISS and Glass Lewis have unanimously recommended shareholders vote against the CCM transaction, citing concerns over the TWO Board's decision-making process, further validating UWMC's acquisition proposal and reflecting market confidence in UWMC's offer.
- Advocacy for Open Negotiations: UWMC expresses readiness for genuine negotiations, despite viewing TWO's brief engagement as a smokescreen; UWMC hopes to achieve the best transaction through open dialogue, underscoring the significance of transparency and shareholder involvement.
See More
Two Harbors Investment Urges Shareholders to Support Cross Country Deal
- Importance of Shareholder Vote: Two Harbors Investment (TWO) board urges shareholders to vote in favor of the Cross Country deal at the special meeting, emphasizing the certainty of $12.00 per share in cash to avoid a potential significant decline in stock value, highlighting the direct impact on shareholder interests.
- Lack of Proposal: During the waiver period granted to engage with UWM Holdings (UWMC), TWO stated that UWMC did not submit a new proposal and has taken no constructive actions in the past five days, indicating a waning interest in the transaction that could affect future deal opportunities.
- Impact of Stock Decline: TWO noted that UWMC's stock has fallen over 50% since December 2025, which poses a significant obstacle to UWMC's proposal to acquire TWO using its own common stock as default consideration, reflecting a lack of market confidence in UWMC.
- Uncertainty of Future Transactions: TWO warns that if shareholders fail to approve the CCM transaction, there is no reason to believe that a superior proposal will come from UWMC or any other third party, emphasizing the urgency and necessity of the current deal.
See More
Two Harbors Declares Q2 2026 Dividend Amid Merger Plans
- Dividend Declaration: Two Harbors Investment Corp has declared a common stock dividend of $0.34 per share for Q2 2026, payable on July 15, 2026, reflecting the company's commitment to sustainability and earnings potential in a challenging market environment.
- Merger Agreement: The company has entered into a merger agreement with CrossCountry Mortgage, expected to close in August 2026, which could reshape its capital structure and enhance competitive positioning in the mortgage servicing sector.
- Preferred Stock Dividends: Additionally, Two Harbors announced preferred stock dividends for Q2 2026, including $0.5078 for Series A, $0.4765 for Series B, and $0.5651 for Series C, demonstrating a strong commitment to its preferred shareholders amidst ongoing strategic changes.
- Future Outlook: Prior to the merger's completion, Two Harbors intends to continue paying regular quarterly dividends, indicating a strategy focused on maintaining stable cash flow and shareholder returns during the transition period.
See More
