Two Harbors Investment Corp. Completes Merger; Plans Preferred Redemption

What Happened
Two Harbors Investment Corp. (TWO) announced the completion of the merger with CrossCountry Merger Corp. (the “CCM Merger”) and issued a press release dated August 25, 2026. Under the merger agreement, TWO will redeem all outstanding TWO preferred shares and will offer to repurchase its outstanding 9.375% Senior Notes due 2030 (the “TWO Notes”). The filing also notifies investors of related changes in control, anticipated delisting/deregistration, and material modifications to holders’ rights resulting from the transaction.

Key Details

• Effective/announcement date: August 25, 2026 (press release attached to the 8‑K).
• Preferred stock: Each outstanding TWO preferred share will be redeemed for $25.00 in cash plus accumulated unpaid dividends; redemption to be completed no later than 120 days after the merger’s Effective Time. Aggregate expected consideration for the preferred redemption is approx. $622.0 million.
• Senior notes: TWO will offer to repurchase $115.0 million principal of outstanding 9.375% Senior Notes due 2030 at 104% of principal plus accrued interest; aggregate expected consideration for the repurchase is approx. $120.0 million. If any notes are not tendered, TWO intends to discharge the indenture so no notes remain outstanding.
• Post‑transaction actions: Following the preferred redemption and the notes repurchase or discharge, the TWO preferred stock and TWO Notes are expected to be delisted from the NYSE and deregistered under the Securities Exchange Act.

Why It Matters

• Holders of TWO preferred shares should expect a cash redemption ($25.00 plus accrued dividends) within 120 days of the merger, which converts preferred holders to cash proceeds rather than an ongoing market position.
• Holders of the 9.375% senior notes can choose to tender for a repurchase at 104% of principal (plus accrued interest); if notes are not tendered, TWO plans to discharge the indenture, effectively eliminating the notes.
• Delisting and deregistration will reduce public liquidity and ongoing SEC reporting for those securities after the transactions are completed.
• The filing reports changes in control and modifications to securityholder rights tied to the merger; investors should review the attached press release and related merger documents or contact their broker for specifics on timing and next steps.