Two Harbors delays stockholder meeting on CCM sale

Two Harbors Investment Corp. moved its special stockholder meeting from May 19 to May 28 to give investors more time to vote on an all-cash sale to an affiliate of CrossCountry Mortgage. The board continues to unanimously recommend voting for the CrossCountry transaction. CrossCountry added a pro rata quarterly dividend, with incremental cash up to $0.34 per share, and projected total cash value between $12.45 and $12.68 per share, including a second-quarter dividend and a prorated third-quarter dividend. Preferred stockholders are to be redeemed at $25 per share plus accumulated unpaid dividends after closing. UWM offered $12.50 per share without a cap or proration, but the board rejected the bid. Proxies already submitted will carry over unless revoked, and the deal remains subject to stockholder approval and regulatory and closing conditions.

"Two Harbors Investment Corp. has pushed its special meeting of stockholders to May 28 to give investors more time to vote on its proposed sale to an affiliate of CrossCountry Mortgage (CCM), as a competing proposal from UWM Holdings Corp. (UWMC) looms. The New York-based, mortgage servicing rights-focused real estate investment trust said Tuesday that its board continues to unanimously recommend stockholders vote in favor of the all-cash transaction with CrossCountry Intermediate Holdco LLC."

"Five days ago, CCM added a pro rata quarterly dividend payment for Two Harbors stockholders, providing up to $0.34 per share in incremental cash. A second-quarter dividend and a prorated third-quarter dividend would bring the total cash value to between $12.45 and $12.68 per share, the company said. Holders of the company's Series A, B and C preferred stock would be redeemed at $25 per share, plus any accumulated and unpaid dividends, following the closing."

"Meanwhile, UWM has offered $12.50 per share with no cap or proration, although the Two Harbors board ultimately rejected the bid. The special meeting, originally scheduled for May 19, will reconvene virtually at 10 a.m. on May 28. Proxies that have already been submitted will carry over to the reconvened meeting unless revoked. Stockholders who already voted in favor of the CrossCountry transaction do not need to take further action."

"The deal remains subject to stockholder approval, as well as customary regulatory and closing conditions. The adjournment follows an unsuccessful court challenge regarding the timing of the vote. A plaintiff sought a temporary restraining order in the U.S. District Court for the District of Maryland, arguing that alleged misstatements and omissions in the proxy statement required delaying Tuesday's vote. The court ruled from the bench in favor of Two Harbors, finding that the plaintiff h"

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