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TWO and CrossCountry increase merger consideration to $12.00 per share

May 8, 2026 7:01 AM

Two Harbors Investment Corp. (NYSE: TWO) and CrossCountry Mortgage announced an amended merger agreement that increases the all-cash consideration for TWO stockholders to $12.00 per share, up from the previous $11.30 per share.

The increased offer represents a $0.70 per share increase and a 21% premium to the unaffected share price. TWO's board of directors continues to unanimously recommend stockholder approval of the transaction.

"The CCM transaction delivers a fixed price all-cash consideration to every TWO stockholder – automatically and without election – with committed financing, no financing contingency, and a clear path to close in the shortest timeframe," said Bill Greenberg, TWO's president and chief executive officer.

Ron Leonhardt, founder and CEO of CrossCountry Mortgage, stated the company is raising its all-cash offer and noted that the $3.4 billion financing package is fully committed. He said the companies are already more than halfway through required regulatory approvals.

TWO plans to file a supplement to its definitive proxy statement with the Securities and Exchange Commission to reflect the amended terms. Stockholders who have already voted do not need to take additional action, though they may change their vote before the special meeting.

The transaction is expected to close in the third quarter of 2026 following satisfaction of customary closing conditions, including TWO stockholder approval and receipt of regulatory approvals. Significant regulatory progress has been achieved, with HSR filing completion and 35 of 53 required state mortgage licensing approvals already obtained.

Upon completion, TWO common stock will be delisted from the New York Stock Exchange and TWO will become a wholly owned subsidiary of CrossCountry. The company's special meeting of stockholders is scheduled for May 19, 2026.

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