Two Harbors Investment Corp（TWO）資訊與事件TWOTwo Harbors Investment Corp

CCM Completes Acquisition of TWO, Shareholders Receive $12.00 Cash per Share

TWO announced that CCM has completed its previously announced acquisition of TWO. In connection with the closing of the merger, CrossCountry Merger, a wholly owned subsidiary of CCM, merged with and into TWO, with TWO surviving the merger as a wholly owned subsidiary of CCM. TWO stockholders are entitled to receive $12.00 per share in cash for each share of TWO common stock held immediately prior to the effective time of the merger. In addition, TWO stockholders of record at the close of business on August 24, 2026 are entitled to receive a stub period dividend in an amount equal to $0.20326 per share of TWO common stock. The stub period dividend will be paid with the merger consideration and will not reduce or otherwise affect the merger consideration. As a result of the merger, TWO's common stock will no longer be listed on the New York Stock Exchange and TWO will become a privately held subsidiary of CCM.

Two Harbors Receives Final Regulatory Approval for Merger with CrossCountry

Two Harbors Investment Corp. announced that it has received the final regulatory approval for its previously announced merger with CrossCountry Mortgage, LLC. The merger is expected to close prior to market open on August 25, 2026. At closing, CrossCountry Merger Corp., a wholly owned subsidiary of CCM, will merge with and into TWO, with TWO surviving the merger as a wholly owned subsidiary of CCM. TWO stockholders will be entitled to receive $12.00 per share in cash for each share of TWO common stock held immediately prior to the effective time of the merger. In addition, TWO stockholders of record at the close of business on August 24, 2026 will be entitled to receive a stub period dividend in an amount equal to $0.20326 per share of TWO common stock. The stub period dividend will be paid with the merger consideration and will not reduce or otherwise affect the merger consideration.

Two Harbors Responds to UWM's Baseless Lawsuit

Two Harbors (TWO) responded to the "baseless" lawsuit filed against the company by UWM Holdings (UWMC): "As previously disclosed, the TWO board of directors, consistent with its fiduciary duties and its contractual obligations, has secured $12.00 per share in cash for all TWO stockholders in a transaction with CrossCountry Mortgage (CCM). The CCM transaction, which was approved by TWO shareholders on July 2, 2026, is scheduled to close as soon as the last state regulatory approval is received, which is expected in August. The lawsuit filed by UWMC is frivolous and raises serious questions about UWMC's public disclosures. TWO's previously released concerns regarding UWMC's intent and/or ability to close any transaction with TWO has now been thoroughly vindicated. UWMC's stock price has collapsed - it is down almost 70% year-to-date, after UWMC finally disclosed its $600 million derivatives loss, which had been rumored to have occurred since May 19, 2026. The loss highlights the dire condition of UWMC's balance sheet, liquidity and also casts doubt on its risk management and other governance practices. UWMC now says that this loss was related to a "hedge" of TWO's MSR portfolio -- a portfolio that was already expertly hedged by TWO, not owned by UWMC, and under a binding contract to be sold to CCM. UWMC wishes the market to believe that its $600 million loss is related to a risk position that was approximately 13x the total interest rate exposure of TWO's MSR portfolio assuming it was unhedged, which UWMC knew full well it wasn't. UWMC's assertions that its now-terminated merger agreement with TWO was breached and that it has suffered damages is demonstrably false, and is consistent with its familiar refrain to blame others for its own shortcomings. As UWMC well knows, its stock-for-stock merger failed to secure shareholder support for several reasons, none of them having anything to do with TWO and starting with Mat Ishbia's disastrous fourth quarter earnings call on February 25, 2026. At the time of the scheduled March 2026 shareholder vote on the UWMC all stock transaction, UWMC stock had declined so much that the value to TWO shareholders was approximately 20% below its book value. Indeed, it would be $3.29 or 70% below book value, if valued as of last night's close. That, combined with skepticism about UWMC's governance practices, caused ISS to recommend against the TWO-UWMC transaction. Those concerns seem well-founded today. The lawsuit seeking damages from TWO also makes no sense. After termination of the TWO-UWMC merger agreement in March 2026, UWMC expressed relief at not transacting with TWO, calling it a "melting ice cube." And at last week's UWMC's earnings call just before UWMC's stock price cratered another 35%, Mr. Ishbia trumpeted that the Oaktree financing was better than any transaction with TWO, stating "the silver lining is Oaktree has so much better partnership for us than Two Harbors or anything else would have been. And so I think of it as a long-term upside for UWM the way it all played out..." Despite repeated opportunities to revise its proposal to make it competitive with CCM's all cash proposal, UWMC inexplicably failed to make any proposal that would address the publicly stated concerns of the TWO board. It now appears the reason UWMC was unable to do so was because of its undisclosed financial position. TWO looks forward to responding to UWMC's meritless and illogical lawsuit. If the action ever proceeds to the discovery stage, TWO is confident that communications between and among UWMC, Mizuho Bank and Oaktree, among others, will shed much-needed light on what truly was animating UWMC to publicly tout in repeated SEC filings - relied upon by all market participants - that UWMC had the intent, ability and financing to consummate a transaction with TWO, while failing for months to publicly disclose a $600 million derivatives loss."