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Get filing alertsTwo Harbors raises merger consideration to $12.00/share, up 6.2% from prior agreement
Filed May 8, 2026 · Period ending May 7, 2026 · ~1 min read
Key Changes
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high
Cash consideration increased to $12.00 per share from $11.30, representing a 21% premium to unaffected share price and significantly above competing UWM offer valued at $7.88/share as of May 7.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
CrossCountry secured $1.4 billion unsecured financing commitment, with $3.4 billion total financing package fully committed and no financing contingency.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Transaction cleared HSR review and obtained 35 of 53 required state mortgage licensing approvals, with closing expected Q3 2026 following May 19 shareholder vote.
Exhibit 99.1 view on EDGAR → -
medium
Termination fee increased from $50 million to $51 million to reflect higher merger consideration.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
TWO will continue regular quarterly dividends until closing, after which shares will be delisted from NYSE and company will become wholly owned CrossCountry subsidiary.
Exhibit 99.1 view on EDGAR →
Summary
Two Harbors amended its merger agreement with CrossCountry Mortgage for the second time, raising the all-cash consideration shareholders will receive from $11.30 to $12.00 per share—a 6.2% increase that values the deal at approximately.
The board unanimously approved the amendment and continues to recommend the transaction over a competing offer from UWM Holdings, which management values at only $7.88 per share based on current stock prices. CrossCountry has secured a fully committed $3.4 billion financing package with no financing contingency, addressing a key execution risk.
The transaction is progressing through regulatory approvals, having cleared HSR review and obtained 35 of 53 required state mortgage licensing approvals. Shareholders will vote on the merger at a special meeting on May 19, 2026, with closing expected in Q3 2026. Upon completion, TWO will be delisted from the NYSE and shareholders will receive $12.00 cash per share with no ongoing equity stake. The company will continue paying regular quarterly dividends until closing. The increased consideration and financing certainty strengthen the deal's attractiveness relative to the competing proposal.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Two Harbors increased merger consideration to $12.00/share from $11.30, raising termination fee to $51M and updating financing provisions.
Added in current filing · verify on EDGAR →
at the effective time of the merger, each outstanding share of Two Harbors common stock, par value $0.01 per share (“TWO Common Stock”), will be converted into the right to receive an amount in cash equal to $12.00 per share, an increase from the $11.30 per share consideration under the First Amendment.
Two Harbors amended its merger agreement with CrossCountry Intermediate Holdco to increase the cash consideration shareholders will receive from $11.30 to $12.00 per share, a 6.2% increase. This represents the second amendment to the original March 27, 2026 merger agreement, with the board unanimously approving and reaffirming its recommendation for shareholder approval.
Added in current filing · verify on EDGAR →
the Second Amendment updates certain financing provisions in the Original CCM Merger Agreement to reference the $1.4 billion unsecured financing commitment that CCM recently obtained in connection with the transaction and adds customary financing cooperation covenants.
CrossCountry secured a $1.4 billion unsecured financing commitment to fund the merger, and the amended agreement now references this commitment and includes standard cooperation requirements from Two Harbors. This provides greater certainty around the buyer's ability to complete the transaction.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
the signing of an amendment to their merger agreement (the “amended agreement”), 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.
TWO and CrossCountry Mortgage amended their merger agreement to increase the all-cash consideration from $11.30 to $12.00 per share, representing a $0.70 increase. The press release states this represents a 21% premium to the unaffected share price (December 16, 2025, the day before UWMC's acquisition announcement). TWO's Board continues to unanimously recommend the CrossCountry transaction over UWMC's competing offer.
Added in current filing · view on EDGAR →
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 ... 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.
CrossCountry has a fully committed $3.4 billion financing package with no financing contingency. The transaction has cleared HSR review and obtained 35 of 53 required state mortgage licensing approvals. The deal is expected to close in Q3 2026 following stockholder approval at the May 19, 2026 special meeting and satisfaction of remaining regulatory conditions.
Added in current filing · view on EDGAR →
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. 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.
TWO will continue paying regular quarterly dividends until the transaction closes. Upon closing, TWO will be delisted from the NYSE, cease being publicly traded, and become a wholly owned subsidiary of CrossCountry. Stockholders will receive $12.00 cash per share and no longer hold equity in the combined entity.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify