TWO\u2019s Board of Directors Continues to Unanimously Recommend <\/i>Voting FOR <\/b>the Transaction with CrossCountry<\/i><\/p>\n
NEW YORK–(BUSINESS WIRE<\/a>)–TWO<\/b><\/a> (Two Harbors Investment Corp, NYSE: TWO), an MSR-focused REIT, and CrossCountry Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (\u201cCrossCountry\u201d or \u201cCCM\u201d), today announced the signing of an amendment to their merger agreement (the \u201camended agreement\u201d), increasing the per-share all cash consideration payable to TWO stockholders to $12.00 per share, an increase from $11.30 per share under the previous merger agreement.<\/p>\n \n\u201cThroughout this process, our Board of Directors has remained steadfast in seeking the best outcome for all of our stockholders,\u201d said Bill Greenberg, TWO\u2019s President and Chief Executive Officer. \u201cThe CCM transaction delivers a fixed price all-cash consideration to every TWO stockholder \u2013 automatically and without election \u2013 with committed financing, no financing contingency, and a clear path to close in the shortest timeframe. In contrast, UWMC\u2019s default stock consideration is currently worth only $7.88 per TWO share based on UWMC\u2019s closing trading price on May 7, 2026. Our Board is confident that the CCM transaction is in the best interest of, and the only credible and actionable path forward for, TWO stockholders.\u201d<\/p>\n \n\u201cWe are raising our all-cash offer to $12.00 per share, which represents a compelling outcome for TWO stockholders and would reflect one of the highest multiples paid for a mortgage REIT,\u201d said Ron Leonhardt, Founder and CEO of CrossCountry Mortgage. \u201cFrom the outset, our focus has been on certainty\u2014our agreement is signed, our $3.4 billion financing package is fully committed, and we are already more than halfway through the required regulatory approvals. We are committed to closing this transaction.\u201d<\/p>\n \nTWO intends to file a supplement to its definitive proxy statement with the Securities and Exchange Commission to reflect the amended terms of the merger agreement. Stockholders who have already voted on the CCM transaction do not need to take any action, though they may change their vote at any time before the special meeting by following the instructions in the proxy statement.<\/p>\n \nThe CCM transaction is expected to close in the third quarter of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. Significant regulatory progress has already been achieved, including HSR filing completion and all required state mortgage licensing filings having been submitted, with 35 of 53 approvals already obtained.<\/p>\n \nAs previously disclosed, prior to the closing of the CCM transaction, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods.<\/p>\n \nUpon 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.<\/p>\n \nTWO\u2019s Board of Directors reiterates its unanimous recommendation that TWO stockholders vote to approve the CCM transaction at the May 19, 2026 Special Meeting of Stockholders. Stockholders who have questions or need assistance voting their shares should contact TWO\u2019s proxy solicitor, D.F. King & Co., Inc., at (646) 677-2516 (for banks and brokers) or (888) 887-0082 (toll-free).<\/p>\n
![\"Logo\"](\"https:\/\/mms.businesswire.com\/media\/20260507367362\/en\/2390595\/3\/TWO_Logo_C.jpg\"){kind=logo}
<\/td>\n<\/tr>\n