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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section
13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 28, 2026
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
| Maryland |
|
001-34506 |
|
27-0312904 |
(State or
other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1601
Utica Avenue South, Suite 900
St. Louis Park, MN |
| 55416 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(612) 453-4100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
TWO |
|
New York Stock Exchange |
| 8.125% Series A Cumulative Redeemable Preferred Stock |
|
TWO PRA |
|
New York Stock Exchange |
| 7.625% Series B Cumulative Redeemable Preferred Stock |
|
TWO PRB |
|
New York Stock Exchange |
| 7.25% Series C Cumulative Redeemable Preferred Stock |
|
TWO PRC |
|
New York Stock Exchange |
| 9.375% Senior Notes Due 2030 |
|
TWOD |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
On April 28, 2026, Two
Harbors Investment Corp. (“Two Harbors”) entered into a First Amendment to the Agreement and Plan of Merger (the “Amendment”),
by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary
of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026
(the “Original CCM Merger Agreement” and, as amended by the Amendment, the “Amended CCM Merger Agreement”), by
and among Two Harbors, CCM and Merger Sub. The Amendment was entered into following the Board of Directors of Two Harbors (the
“Two Harbors Board”) thorough evaluation of an unsolicited competing proposal received on April 20, 2026 from UWM Holdings
Corporation (“UWM”).
The Amendment, among other
things, provides that, at the effective time of the merger (the “Effective Time”), each outstanding share of Two Harbors common
stock, par value $0.01 per share (the “TWO Common Stock”), will be converted into the right to receive an amount in cash equal
to $11.30 per share, an increase from the $10.80 per share consideration under the Original CCM Merger Agreement.
The Amendment provides that
the termination fee payable under certain circumstances by Two Harbors to CCM (the “Company Termination Fee”) is increased
from $25.4 million to $50.0 million. In addition, the Amendment provides that Two Harbors will refund CCM for the $25.4 million termination
fee paid by CCM on behalf of Two Harbors in connection with the termination of the previously disclosed merger agreement with UWM if the
Amended CCM Merger Agreement is validly terminated (a) by CCM as a result of an uncured material breach by Two Harbors of its representations,
warranties, covenants or agreements or (b) in any circumstance in which the Company Termination Fee is payable as a result of UWM
or one of its affiliates entering into an agreement providing for a superior proposal.
The Amendment also adds a
new closing condition for the benefit of Two Harbors, requiring that consents with respect to certain business permits relating to Two
Harbors’ mortgage origination and servicing businesses shall have been obtained prior to the Effective Time.
The Amendment has been
unanimously approved by the Two Harbors Board, which has reaffirmed its recommendation that Two Harbors common stockholders approve
the merger and the other transactions contemplated by the Amended CCM Merger Agreement. Except as modified by the Amendment, the Original CCM Merger Agreement remains in full force and effect.
The foregoing description
of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment,
which is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The Amendment has been attached hereto to provide
investors with information regarding its terms. It is not intended to provide any other factual information about CCM, Merger Sub or Two
Harbors.
Item 8.01 Other Events.
On April 28, 2026, Two
Harbors published on its website a joint press release relating to the merger with CCM. A copy of the joint press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
First Amendment to the Agreement and Plan of Merger, dated April 28, 2026, by and among CrossCountry Intermediate Holdco, LLC, CrossCountry Merger Corp. and Two Harbors Investment Corp. |
| 99.1 |
|
Joint Press Release, dated April 28, 2026 |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL |
FORWARD-LOOKING STATEMENTS
This report on Form 8-K
may contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the
proposed CCM transaction, Two Harbors’ and CCM’s plans, objectives, expectations and intentions, the expected timing of completion
of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions;
and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements
that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.
The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act
of 1995. All statements, other than statements of historical fact, included in this report on Form 8-K that address activities, events
or developments that Two Harbors or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements.
Words such as “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,”
“create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,”
“should,” “would,” “may,” “will,” “guidance,” “look,” “outlook,”
“goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,”
or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion
of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements
are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect
actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that
are difficult to predict. Two Harbors’ ability to predict results or the actual effect of future events, actions, plans or strategies
is inherently uncertain. Although Two Harbors believes the expectations reflected in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such forward-looking statements.
There are a number of risks
and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report on
Form 8-K. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the
occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential
failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval
by Two Harbors’ stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM
transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations
due to the proposed CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects
on the market price of TWO Common Stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect
on the ability of Two Harbors to retain and hire key personnel and the effect on Two Harbors’ operating results and business generally;
the outcome of any legal proceedings relating to the proposed CCM transaction, including stockholder litigation in connection with the
proposed CCM transaction; the risk that restrictions during the pendency of the proposed CCM transaction may impact Two Harbors’
ability to pursue certain business opportunities or strategic transactions; that Two Harbors may be adversely affected by other economic,
business or competitive factors; changes in future loan production; the availability of suitable investment opportunities; changes in
interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions
and market conditions; conditions in the market for mortgage-related investments; and legislative and regulatory changes that could adversely
affect Two Harbors’ business. All such factors are difficult to predict and are beyond the control of Two Harbors and CCM, including
those detailed in Two Harbors’ annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K
that are available on Two Harbors’ website at www.twoinv.com/investors and on the Securities and Exchange Commission’s (“SEC”)
website at www.sec.gov.
Each of the forward-looking
statements of Two Harbors is based on assumptions that Two Harbors believes to be reasonable but that may not prove to be accurate. Any
forward-looking statement speaks only as of the date on which such statement is made, and Two Harbors does not undertake any obligation
to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date
hereof.
IMPORTANT ADDITIONAL INFORMATION AND WHERE
TO FIND IT
In connection with the
proposed CCM transaction, Two Harbors filed with the SEC a definitive proxy statement (the “Proxy Statement”) on
April 20, 2026. Two Harbors commenced mailing of the Proxy Statement on or about April 20, 2026. The proposed CCM
transaction will be submitted to the Two Harbors stockholders for their approval. Two Harbors may also file other documents with the
SEC regarding the proposed transaction. The Proxy Statement contains important information about the proposed CCM transaction and
related matters. This report on Form 8-K is not a substitute for the Proxy Statement or any other documents that Two Harbors
may file with the SEC or send to its stockholders in connection with the proposed CCM transaction. INVESTORS AND SECURITYHOLDERS
OF TWO HARBORS ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM TRANSACTION (INCLUDING ALL OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCM TRANSACTION AND RELATED
MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other documents filed or that will
be filed with the SEC by Two Harbors on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Two
Harbors will be made available free of charge on Two Harbors’ website at www.twoinv.com/investors or by directing a request
to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor
Relations.
PARTICIPANTS IN THE SOLICITATION
Two Harbors and its directors, executive officers
and certain other members of management and employees of Two Harbors may be deemed to be “participants” in the solicitation
of proxies from the Two Harbors stockholders in connection with the proposed CCM transaction. Securityholders can find information about
Two Harbors and its directors and executive officers and their ownership of TWO Common Stock in the Proxy Statement. Please also refer
to the sections in Two Harbors’ Form 10-K/A filed with the SEC on April 27, 2026 captioned “Compensation Discussion
and Analysis,” “Summary Compensation Table” and “Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.” Any changes in the holdings of Two Harbors’ securities by its directors or executive
officers from the amounts described in the Proxy Statement have been reflected in Statements of Change in Ownership on Form 4 filed
with the SEC subsequent to the filing date of the Form 10-K/A and are available on the SEC’s website at www.sec.gov. Additional
information regarding the interests of such individuals in the proposed CCM transaction is included in the Proxy Statement relating to
the proposed CCM transaction. Free copies of these documents may be obtained as described in the preceding paragraph.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April 29, 2026
| |
TWO HARBORS INVESTMENT
CORP. |
| |
|
| |
By: |
/s/ Rebecca B. Sandberg |
| |
|
Rebecca B. Sandberg |
| |
|
Chief Legal Officer and Secretary |
Exhibit
99.1

TWO and CrossCountry Mortgage,
LLC
Announce Amended Merger Agreement
| · | Amended
Agreement Follows Thorough Review of Unsolicited Competing Proposal |
| · | New
Terms Include an Increase in the Per-Share Cash Consideration to $11.30 |
| · | Special
Meeting of TWO Stockholders Scheduled for May 19, 2026 |
| · | TWO’s
Board of Directors Recommends Stockholders Vote FOR of the Transaction with CrossCountry |
New York,
April 28, 2026 – TWO (Two Harbors Investment Corp, NYSE: TWO), an MSR-focused REIT, and CrossCountry
Intermediate Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”), today
announced the signing of an amendment to the previously announced merger agreement, dated March 27, 2026, under which CCM will
acquire all outstanding shares of TWO common stock in an all-cash transaction.
Under the terms
of the amended agreement, CCM will increase the per-share cash consideration payable to TWO stockholders to $11.30 per share, an increase
from $10.80 per share under the original merger agreement. TWO’s Series A, Series B and Series C Preferred Stock
will still be redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance
with the terms of the preferred stock. The TWO Board of Directors has unanimously approved the amended merger agreement and reiterates
its recommendation that TWO stockholders vote to approve the CCM transaction. The special meeting of stockholders to approve the CCM
transaction will be held on May 19, 2026 as previously scheduled.
The amendment follows
the TWO Board’s thorough evaluation of an unsolicited competing proposal received on April 20, 2026 from UWM Holdings Corporation.
After careful review with its financial and legal advisors, including assessment of the competing proposal’s terms, proposed financing,
regulatory path, deal certainty and other factors, the TWO Board determined that the CCM transaction, as amended, continues to be in
the best interests of TWO and its stockholders. The TWO Board believes the amended CCM transaction provides TWO stockholders with superior
certainty of value through fixed, all-cash consideration that is not subject to any financing condition.
“Our increased
bid reflects our continued excitement for this transaction and our strong conviction in the strategic and financial merits of combining
CCM and TWO Harbors,” said Ron Leonhardt, Founder and CEO of CrossCountry Mortgage. “Our two teams are already working closely
to ensure a seamless integration process across both the capital markets and RoundPoint servicing functions. We have also made significant
progress on the regulatory front and have already received a substantial number of required approvals.”
TWO intends to
file a supplement to its definitive proxy statement with the Securities and Exchange Commission to reflect the amended terms of the merger
agreement. Stockholders who have already voted on the CCM transaction do not need to take any action, though they may change their vote
at any time before the special meeting by following the instructions in the proxy statement.
The transaction
is expected to close in the third quarter of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders
and receipt of customary regulatory approvals.
As previously disclosed,
prior to the closing of the CCM transaction, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past
practice for all completed quarterly periods.
Upon completion
of the transaction, TWO common stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company,
and TWO will become a wholly owned subsidiary of CrossCountry.
Advisors
Houlihan Lokey
Capital, Inc. is acting as financial advisor and Jones Day is acting as legal counsel to TWO. Citi is acting as exclusive financial
advisor and Simpson Thacher & Bartlett LLP is acting as legal counsel to CCM.
About TWO
Two Harbors Investment
Corp., or TWO, a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed
securities, and other financial assets. TWO is headquartered in St. Louis Park, MN.
About CCM
CrossCountry Mortgage
is the nation’s number one distributed retail mortgage lender with more than 8,000 employees operating over 700 branches and servicing
loans across all 50 states, D.C. and Puerto Rico. Our company has been recognized ten times on the Inc. 5000 list of America’s
fastest-growing private businesses and has received many awards for our standout culture. We offer more than 120 mortgage purchase, refinance
and home equity solutions – ranging from conventional and jumbo mortgages to government-insured programs from FHA and programs
for Veterans and rural homebuyers – and we are a direct lender and approved seller and servicer by Freddie Mac, Fannie Mae, and
Ginnie Mae NMLS #3029. Through our dedication to getting it done, we make every mortgage feel like a win. For more information, visit
crosscountrymortgage.com.
Forward Looking Statements
This
communication may contain “forward-looking statements,” including certain plans, expectations, goals, projections and
statements about the proposed CCM transaction, TWO’s and CCM’s plans, objectives, expectations and intentions, the
expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction
considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to
numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements
about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the
safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of
historical fact, included in this communication that address activities, events or developments that TWO or CCM expects, believes or
anticipates will or may occur in the future are forward-looking statements. Words such as “project,”
“predict,” “believe,” “expect,” “anticipate,” “potential,”
“create,” “estimate,” “plan,” “continue,” “intend,” “could,”
“foresee,” “should,” “would,” “may,” “will,” “guidance,”
“look,” “outlook,” “goal,” “future,” “assume,” “forecast,”
“build,” “focus,” “work,” or the negative of such terms or other variations thereof and words
and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking
statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated
numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not
guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO’s
ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO
believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance
that their expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements.
There are a number
of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this
communication. These include, among other things: the expected timing and likelihood of completion of the proposed CCM transaction; the
occurrence of any event, change or other circumstances that could give rise to the termination of the proposed CCM transaction; the potential
failure to receive, on a timely basis or otherwise, the required approvals of the proposed CCM transaction, including stockholder approval
by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed CCM transaction in
a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed
CCM transaction; the risk that any announcements relating to the proposed CCM transaction could have adverse effects on the market price
of TWO common stock; the risk that the proposed CCM transaction and its announcement could have an adverse effect on the ability of TWO
to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome of any legal proceedings
relating to the proposed CCM transaction, including stockholder litigation in connection with the proposed CCM transaction; the risk
that restrictions during the pendency of the proposed CCM transaction may impact TWO’s ability to pursue certain business opportunities
or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes in future loan
production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in
prepayment rates; the availability and terms of financing; general economic conditions and market conditions; conditions in the market
for mortgage-related investments; and legislative and regulatory changes that could adversely affect TWO’s business. All such factors
are difficult to predict and are beyond the control of TWO and CCM, including those detailed in TWO’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website at www.twoinv.com/investors
and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.
Each of the forward-looking
statements of TWO are based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking
statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
IMPORTANT ADDITIONAL INFORMATION
AND WHERE TO FIND IT
In connection with the proposed CCM
transaction, TWO filed with the SEC a definitive proxy statement (the “Proxy Statement”) on April 20, 2026. TWO
commenced mailing of the Proxy Statement on or about April 20, 2026. The proposed CCM transaction will be submitted to the TWO
stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed Merger. The Proxy Statement
contains important information about the proposed CCM transaction and related matters. This communication is not a substitute for
the Proxy Statement or any other documents that TWO may file with the SEC or send to TWO stockholders in connection with the
proposed CCM transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED CCM
TRANSACTION (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
CCM TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement and all other
documents filed or that will be filed with the SEC by TWO on the SEC’s website at www.sec.gov. Copies of documents filed with
the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors or by directing a request
to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention: Investor
Relations.
PARTICIPANTS IN THE SOLICITATION
TWO and its
directors, executive officers and certain other members of management and employees of TWO may be deemed to be
“participants” in the solicitation of proxies from the TWO stockholders in connection with the proposed CCM transaction.
Securityholders can find information about TWO and its directors and executive officers and their ownership of TWO common stock in
the Proxy Statement. Please also refer to the sections in TWO’s Form 10-K/A filed with the SEC on April 27, 2026
captioned “Compensation Discussion and Analysis,” “Summary Compensation Table” and “Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes in the holdings of
TWO’s securities by its directors or executive officers from the amounts described in the Proxy Statement have been reflected
in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Form 10-K/A and are
available on the SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the
proposed CCM transaction is included in the Proxy Statement relating to the proposed CCM transaction. Free copies of these documents
may be obtained as described in the preceding paragraph.
Contacts
Margaret Karr,
Head of Investor Relations, TWO, (612) 453-4080, Margaret.Karr@twoinv.com Natalie Lonjak, Director, Corporate Communications,
CrossCountry Mortgage, (216) 377-2186, Natalie.Lonjak@ccm.com