Business Context and Reporting Period
This Form 8-K, dated August 25, 2026, reports the completion of the merger between Two Harbors Investment Corp. (TWO) and CrossCountry Merger Corp. (a subsidiary of CrossCountry Intermediate Holdco, LLC, or "CCM"). As of the Effective Time, TWO became a wholly owned subsidiary of CCM, resulting in a change of control.
Key Financial Metrics and Transaction Terms
- Merger Consideration: $12.00 per share in cash for each outstanding share of TWO Common Stock.
- Preferred Stock Redemption: All outstanding Series A, B, and C Preferred Stock will be redeemed for $25.00 per share plus accumulated and unpaid dividends. Expected aggregate consideration is approximately $622.0 million.
- Debt Repurchase: TWO intends to repurchase $115.0 million of outstanding 9.375% Senior Notes due 2030 at 104% of principal plus accrued interest. Expected aggregate consideration is approximately $120.0 million.
- Funding Source: Cash on hand and borrowings under existing financing facilities of CCM and its affiliates.
- Operating Metrics: The filing does not provide revenue, profit, cash flow, or margin data for the reporting period.
Material Changes Versus Prior Period
- Corporate Status: TWO Common Stock was delisted from the New York Stock Exchange (NYSE) and deregistered under the Exchange Act. TWO is no longer a public company but a subsidiary of CCM.
- Equity Structure: All outstanding TWO Common Stock, Restricted Stock Units (RSUs), Performance Share Units (PSUs), and Restricted Stock were converted into cash rights.
- Board Composition: The entire previous board of directors (including E. Spencer Abraham, James J. Bender, and others) ceased service. Ron Leonhardt became the sole director of TWO effective at the Closing Date.
- Capital Structure: Preferred Stock and Senior Notes remain outstanding temporarily but are subject to mandatory redemption/repurchase within 120 days.
Outlook, Risks, and Contingencies
- Redemption Timeline: Preferred Stock redemption must be completed no later than 120 days after the Effective Time.
- Debt Repurchase Uncertainty: There is no assurance that all holders of the Senior Notes will elect to tender their notes. If not fully repurchased, TWO intends to discharge the indenture to eliminate the notes.
- Reporting Obligations: TWO intends to file a Form 15 to suspend reporting obligations regarding its Common Stock.
- Unusual Items: The transaction represents a complete change of control and the cessation of TWO as an independent public entity.
Investor Verification Checklist
- Verify the final cash payout of $12.00 per share for Common Stock holders.
- Confirm the redemption date and final dividend calculation for Preferred Stock holders ($25.00 + dividends).
- Monitor the status of the Senior Notes repurchase to determine if the 104% offer was fully accepted or if a discharge of the indenture is required.
- Check for the filing of Form 25 (delisting) and Form 15 (suspension of reporting) with the SEC.
- Review the definitive proxy statement filed on April 20, 2026, for details on director interests and transaction terms.