CrossCountry Mortgage (CCM) will add a pro rata quarterly dividend payment for Two Harbors Investment Corp. stockholders as it seeks approval for its planned acquisition of the mortgage REIT, the company said Thursday.
Under the binding merger agreement between CrossCountry and Two Harbors, TWO stockholders will receive a pro-rated dividend for the quarter in which the CCM acquisition closes, subject to legally available funds, according to the company announcement.
Based on Two Harbors’ latest quarterly distribution, the added dividend would provide up to $0.34 per share in incremental cash to stockholders. Assuming a third-quarter 2026 closing, CCM said the merger consideration, second-quarter dividend and pro-rated third-quarter dividend would bring total cash value to an estimated $12.45 to $12.68 per share.
The sweetened payout comes as Two Harbors investors weigh a competing proposal from UWM Holdings Corp. (UWMC). CCM’s statement characterizes UWMC’s offer as nonbinding and lacking fully committed financing, and says it would default nonelecting Two Harbors stockholders into UWMC stock “worth materially less” than the cash package under the CCM deal.
CCM emphasized that it has fully financed its offer and is far along in the regulatory process, with 39 of 53 required approvals in hand. The firm urged Two Harbors stockholders to vote for the merger at a May 19 special meeting.
The outcome of the Two Harbors sale process will determine the future owner of a sizable mortgage servicing rights (MSR) portfolio and servicing platform. CrossCountry, the country’s largest distributed retail mortgage lender by headcount, has been expanding its servicing and asset capabilities as lenders seek more fee-based and recurring revenue to offset volatile origination volumes.
For lenders, servicers and MSR investors, the transaction highlights intensifying competition for servicing assets and platforms as mortgage rates remain elevated and prepayments slow, boosting the appeal of MSRs. It also underscores the growing role of nonbank originators like CrossCountry in owning and operating large-scale servicing operations that historically sat with banks or specialty REITs.
CCM’s need to enhance the cash value and defend its offer against UWM’s bid is a reminder that capital and certainty of execution are central to MSR mergers and acquisitions. Market participants evaluating their own sale processes or capital strategies can expect closer scrutiny of financing sources, regulatory timelines and the balance of cash versus stock consideration.
CrossCountry said it remains committed to closing the Two Harbors transaction with the agreed-upon terms and timetable, pending remaining regulatory approvals and a stockholder vote.
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