Shareholder Sues to Block Two Harbors–CrossCountry Merger Vote

Overview

• A Two Harbors investor filed a federal lawsuit seeking a restraining order to stop the May 19 special meeting on the CrossCountry deal.
• The complaint says the proxy left out key facts, including roughly $35 million in immediate management payouts at closing and a termination fee increased to $50 million.
• Two Harbors said the claims lack merit and issued a proxy supplement to avoid delay, and a judge plans to hear the request before the scheduled vote.
• CrossCountry said it will add a pro‑rata dividend of up to 34 cents per share, lifting expected cash to about $12.45 to $12.68 per share, and it reported committed financing and 39 of 53 required approvals.
• The board rejected UWM’s $12.50 offer that also includes 2.3328 UWM shares per Two Harbors share, and the vote will decide who controls a large mortgage‑servicing platform that generates steady fee income.