The increased cash consideration reduces the likelihood of a competing bid and strengthens the case for merger approval. Monitor shareholder vote on May 19 and regulatory permit approvals. Any further UWMC bid or major regulatory delay would alter the risk/reward.
Price Chart
Executive Summary
Two Harbors Investment Corp. filed a proxy supplement amending its merger agreement with CrossCountry Mortgage, increasing the cash consideration from $10.80 to $11.30 per share—a $0.50 or ~4.6% increase—following an unsolicited competing proposal from UWM Holdings. The board unanimously recommends stockholders vote FOR the merger at the special meeting on May 19, 2026.
Key Facts
- Merger consideration raised from $10.80 to $11.30 per share in cash, a $0.50 increase.
- Amendment executed on April 28, 2026, in response to an unsolicited proposal from UWM Holdings (UWMC).
- Termination fee payable by TWO increased from $25.4 million to $50.0 million.
- Special meeting to vote on merger remains May 19, 2026, with record date April 15, 2026.
- 105,046,333 shares of common stock outstanding as of record date.
- Board unanimously recommends voting FOR the merger proposal, the advisory compensation proposal, and the adjournment proposal.
- Regulatory approvals: HSR waiting period expires May 26, 2026; 21 of 53 required state business permit approvals obtained.
- A shareholder lawsuit (Koblentz) challenges the proxy statement but TWO believes it is without merit.
Financial Impact
Increased consideration adds approximately $52.5 million in aggregate value (based on 105M shares × $0.50). Termination fee increased by $24.6 million.
Risk Factors
- Shareholder litigation could delay or impose conditions on the merger.
- Failure to obtain all 53 state business permit approvals before closing.
- UWMC could still improve its offer or launch a proxy fight.
- Merger may not close if stockholder approval is not obtained.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001140361-26-018692 |
| Document: 0001140361-26-018692-index-headers.html | 0001140361-26-018692 |
| Document: 0001140361-26-018692-index.html | 0001140361-26-018692 |
| Document: 0001140361-26-018692.txt | 0001140361-26-018692 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 8, 2026 16w ago | DEFA14A | $25.34 $26.09 | ▲ +2.96% | ▼ −0.09% | $26.33 (+3.91%) |
Jun 8, 2026 16w ago | DEFA14A | $25.34 $26.09 | ▲ +2.96% | ▼ −0.09% | $26.33 (+3.91%) |
Jun 8, 2026 16w ago | 8-K | $25.34 $26.09 | ▲ +2.96% | ▼ −0.09% | $26.33 (+3.91%) |
Jun 3, 2026 17w ago | DEFA14A | $25.39 $26.06 | ▲ +2.64% | ▲ +0.14% | $26.33 (+3.70%) |
May 19, 2026 19w ago | DEFA14A | $25.24 $25.38 | ▲ +0.55% | ▼ −4.45% | $26.33 (+4.32%) |
May 19, 2026 19w ago | 8-K | $25.24 $25.38 | ▲ +0.55% | ▼ −4.45% | $26.33 (+4.32%) |
May 15, 2026 20w ago | DEFA14A | $25.30 $25.28 | ▲ +0.08% | ▲ +4.59% | $26.33 (−4.07%) |
May 15, 2026 20w ago | 8-K | $25.30 $25.28 | ▲ +0.08% | ▲ +4.59% | $26.33 (−4.07%) |
May 14, 2026 20w ago | 144 | $25.30 $25.28 | ▼ −0.08% | ▼ −4.59% | $26.33 (+4.07%) |
May 14, 2026 20w ago | DEFA14A | $25.26 $25.35 | ▲ +0.36% | ▼ −3.23% | $26.33 (+4.24%) |
US Market Status
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