Two Harbors Investment Corp. has secured a crucial approval for its planned merger with CrossCountry Mortgage, LLC, as its common stockholders voted in favor of the transaction. The endorsement, confirmed at a special meeting on July 2, 2026, advances the acquisition of the MSR-focused real estate investment trust. This vote solidifies shareholder support for the deal, which will integrate TWO as a wholly owned subsidiary of the mortgage lender.
Merger Details and Shareholder Compensation
Under the terms of the agreement, each share of TWO common stock will be converted into the right to receive $12.00 in cash. Common stockholders will also receive a pro-rated stub dividend for the quarter in which the transaction closes. This dividend is based on the company's most recent quarterly payout and the number of days elapsed before closing.
Holders of TWO's Series A, B, and C preferred stock will have their shares redeemed following the merger's completion. These shares are slated for redemption at $25.00 per share, plus any accumulated and unpaid dividends. This action will be executed according to the established terms of the preferred stock, ensuring all shareholders are compensated.
Regulatory Approvals and Path to Closing
The merger has already cleared a major federal regulatory hurdle by receiving an early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. This decision, granted on May 21, 2026, signifies the transaction has passed federal antitrust scrutiny. The companies are now focused on securing the final approvals required to complete the deal.
With most regulatory requirements met, the transaction is advancing toward its conclusion. The companies have obtained 48 of the 53 necessary state regulatory and agency approvals, leaving only a few conditions outstanding. The merger is anticipated to close in August 2026, contingent upon the satisfaction of these final customary closing conditions.
Company Profiles and Strategic Context
Two Harbors Investment Corp., trading as TWO on the NYSE, is a real estate investment trust focused on mortgage servicing rights. The company's portfolio also includes residential mortgage-backed securities and other financial assets, making it a key player in the mortgage investment space. It is headquartered in St. Louis Park, Minnesota, where it manages its specialized investment activities.
CrossCountry Mortgage is a leading distributed retail mortgage lender in the United States, with over 9,000 employees across more than 1,000 branches. As a direct lender approved by Fannie Mae, Freddie Mac, and Ginnie Mae, it offers a wide array of mortgage products. This acquisition of TWO is poised to expand its capabilities within the housing finance sector.
Key Advisors in the Transaction
A team of experienced advisors guided the transaction for both parties to ensure a structured and compliant process. For Two Harbors, Houlihan Lokey Capital, Inc. served as financial advisor, with PJT Partners acting as a strategic advisor. Legal counsel was provided by Jones Day, while D.F. King & Co., Inc. managed proxy solicitation.
CrossCountry Mortgage also engaged a distinguished group of firms to facilitate the merger. Citi acted as the exclusive financial advisor, providing critical valuation and strategic guidance. Simpson Thacher & Bartlett LLP served as legal counsel, and Innisfree was retained as the proxy advisor to support CCM's role.
The stockholder approval marks a definitive step forward in uniting Two Harbors Investment Corp. with CrossCountry Mortgage, signaling confidence in the merger's value. With most regulatory approvals secured and a clear path to completion, the focus now shifts to satisfying final closing conditions. The transaction is expected to finalize in August 2026, when TWO will begin its next chapter.