Two Harbors shareholders finally approve CrossCountry deal

After several postponements, Two Harbors Investment shareholders have finally approved the agreement for the real estate investment trust and its RoundPoint servicing business to be acquired by CrossCountry Mortgage.

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Two Harbors is making the announcement based on the preliminary vote count, remaining subject to certification by the independent inspector of elections.

It is a turnaround from a few weeks ago, when failed bidder UWM Holdings claimed as of June 12, 75% of Two Harbors shareholders had submitted votes and 54% were against approving the CrossCountry transaction.

The approved deal is for $12 per share in cash, plus a stub dividend covering the quarter in which the deal closes.

UWM had bid $12.50 per share in cash, but its default offer remained at 2.3338 shares of its stock for each Two Harbors share. Eventually Two Harbors executives met with UWM's Chairman, President and CEO Mat Ishbia by video, with both sides putting out dueling press releases regarding the results.

The stock portion was the original offer that Two Harbors agreed to in December. A special meeting on March 16 failed to result in a quorum and shareholder approval and afterwards, CrossCountry swooped in with its bid.

On Dec. 16, before the agreement was announced, UWM closed at $5.12 per share. The stock peaked at $6.15 on Jan. 16.

Since then, the price has primarily moved lower. At 1:30 on July 2, after news of the Two Harbor vote broke, UWM was trading at $2.16 per share, down 6 cents from the prior day close.

CrossCountry, which is privately held, is expected to close on the transaction in August.

"We're excited about our strategic partnership with Two Harbors, which will bring together TWO's best-in-class capital markets team, RoundPoint's servicing and operational expertise, and the unmatched retail origination business we've built at CCM, further reinforcing our position as a one-of-one player in the mortgage industry," a statement from a CrossCountry Mortgage spokesperson said.

On May 21, an early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, was granted. This cleared the transaction from a federal antitrust perspective.

In addition, 48 of the 53 required state regulatory and agency approvals have been given as of July 2, Two Harbors noted.


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