Two Harbors-CrossCountry deal delayed due to one approval

CrossCountry Mortgage's purchase of Two Harbors Investment is delayed because the parties are still waiting on the approval from one state.

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The transaction was scheduled to close on Aug. 3. Because of the delay, the stub dividend payment needs to be recalculated.

All other state regulatory and agency approvals have been received, a Two Harbors Securities and Exchange Commission filing said.

The filing did not disclose which state has yet to consent to the deal. Two Harbors will issue a press release when the state does act, and the merger will close the following day.

Regulatory approval for the deal was one of the points of contention during the process used by Two Harbors and CrossCountry to counter the unsuccessful bid by UWM Holdings.

As of May 5, CrossCountry said it had already obtained about half of the 53 approvals required to close the transaction at the proposed August date.

In a letter six days later, UWM said "absent further sabotage," it can close the deal in two months "given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire Two."

On July 2, after several postponements, Two Harbors finally got enough shareholder support for the CrossCountry transaction.

Two Harbors reported GAAP net income of $49.4 million for the second quarter, up from $19.5 million in the first quarter and a loss of $272.3 million one year prior.

The results came several days after Two Harbors declared a stub dividend of almost 12.2 cents per share for the third quarter. The stub dividend was to help narrow the gap between the CrossCountry and all-cash UWM offers; the default UWM bid was an all-stock deal which lost value as its common share price kept declining.

As a result, the recalculated stub dividend will be based on the actual closing date. It will equal Two Harbors' most recent quarterly dividend of 34 cents per share, multiplied by the number of days elapsed since the end of the second quarter, through and including the day prior to the closing date of the merger, and divided by the total number of days in the third quarter, which is 92, the SEC filing said.

CrossCountry is paying $12 per share cash for Two Harbors.

Two Harbors' stock opened on Aug. 3 at $12.09 per share, same as the July 31 close, but did drop 3 cents per share by 11:30 a.m. eastern time.


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