TWO HARBORS INVESTMENT CORP. 8-K

What Happened

• On March 27, 2026 Two Harbors Investment Corp. (TWO) entered into an Agreement and Plan of Merger with CrossCountry Intermediate Holdco, LLC (CCM) and a CCM subsidiary (Merger Sub). At closing, Merger Sub will merge into Two Harbors, and Two Harbors will become a wholly owned subsidiary of CCM. Each outstanding share of Two Harbors common stock will be converted into the right to receive $10.80 in cash per share. The Two Harbors Board unanimously approved and recommends stockholder approval of the Merger.

Key Details

• Merger consideration: $10.80 cash per outstanding share of Two Harbors common stock at the effective time.
• Preferred stock treatment: Two Harbors’ Series A, B and C preferred shares will remain outstanding at closing and Two Harbors (via CCM) will redeem each preferred share for $25.00 plus any accumulated unpaid dividends; CCM will deposit the redemption funds in trust prior to redemption.
• Equity awards: Time‑based RSUs will convert to the cash Merger consideration; PSUs convert to cash for amounts earned/vested (evaluated at target or actual performance as described); restricted common stock will vest and convert into the Merger consideration.
• Conditions & timing: Closing is subject to customary conditions, including Two Harbors stockholder approval, HSR and other regulatory clearances, accuracy of reps/warranties, no material adverse effect, and receipt of a REIT tax-opinion for Two Harbors. The agreement includes a 12‑month outside date (extendable to 15 months in certain regulatory-delay scenarios).
• Prior agreement terminated: Two Harbors terminated its December 17, 2025 merger agreement with UWM before signing this deal. CCM agreed to pay UWM a $25.4 million termination fee; Two Harbors canceled the previously scheduled April 7, 2026 special stockholder meeting and withdrew that proxy.

Why It Matters

• For common shareholders: The merger offers a fixed cash exit of $10.80 per share if the transaction closes and is approved by Two Harbors stockholders. This is a definitive liquidity outcome tied to closing conditions and approvals.
• For preferred shareholders: Preferred shares are not converted at closing but will be redeemed shortly thereafter for $25.00 plus accrued unpaid dividends, with funds deposited in trust to secure payment.
• Next steps: Two Harbors will file a proxy statement and schedule a stockholder vote. The deal remains subject to regulatory approval and customary closing conditions; investors should review the forthcoming proxy and related SEC filings for full details.