The transaction was a cash merger whose per-share price was increased twice during the pendency of the deal in response to a competing unsolicited proposal from UWMC. At signing on March 27, 2026, CCM agreed to pay $10.80 per share in cash, representing a premium of approximately 13.3% to TWO's $9.53 closing price on March 18, 2026 (the last trading day before the unsolicited CCM proposal became public) and approximately 16.0% to the 10-day volume-weighted average price of $9.31, according to the board's reasons for the merger disclosed in the definitive merger proxy (DEFM14A filed April 20, 2026). After UWMC submitted an unsolicited competing proposal on April 20, 2026, CCM raised its offer to $11.30 per share on April 28, 2026, and then to $12.00 per share on May 8, 2026. TWO disclosed that the final $12.00 per share represented a 21% premium to TWO's unaffected share price and a 19% premium to TWO's fully diluted tangible book value, and noted that UWMC's default stock consideration was worth only $7.88 per TWO share based on UWMC's May 7, 2026 closing price. Based on 105,046,333 shares of TWO common stock outstanding as of the April 15, 2026 record date, the final $12.00-per-share price implies an equity value of approximately $1.26 billion; the source filings do not separately disclose an aggregate enterprise value or an EV/EBITDA-type multiple, consistent with the use of a tangible-book-value framework typical for mortgage REIT transactions. Houlihan Lokey's fairness opinion (dated March 26, 2026, addressing the original $10.80 price) valued TWO using a selected companies analysis of mortgage REITs (Annaly Capital Management, Rithm Capital, PennyMac Mortgage Investment Trust and Cherry Hill Mortgage Investment Corporation, trading at 0.75x to 1.06x price/tangible book value) and a selected transactions analysis of past mortgage REIT M&A (transaction value/tangible book value ranging from 0.74x to 1.16x, median 0.97x), implying reference ranges of $8.15-$10.86 and $10.32-$12.49 per share, respectively, against the then-current $10.80 offer.
Holders of TWO's Series A, Series B and Series C Preferred Stock were not acquired for cash consideration up front; instead, the merger agreement required TWO to redeem all outstanding preferred shares within 120 days of closing at $25.00 per share plus accumulated and unpaid dividends. TWO stockholders of record as of August 24, 2026 also received a pro-rated stub-period dividend of $0.20326 per share, paid alongside, and not reducing, the merger consideration. The deal carried no financing condition; CCM's press releases cited a fully committed financing package (described at signing as a $2 billion secured loan facility from a national bank, and later referenced in a CCM statement as a $3.4 billion financing package) and the merger agreement itself contains no reverse termination fee payable by CCM/Parent, while TWO's company termination fee was fixed at $25,400,000.00 (the same amount as the terminated UWMC break fee).
Strategic rationale centered on vertical integration of mortgage origination and servicing. CrossCountry Mortgage founder and CEO Ron Leonhardt said the combination of "CCM's #1 retail origination and servicing platform" with "TWO's best-in-class capital markets team and RoundPoint's established servicing infrastructure and operational expertise" would create "a fully integrated mortgage company" spanning "the full mortgage customer lifecycle -- from origination through servicing -- driving higher customer retention, recurring revenue streams, and lower customer acquisition costs." TWO President and CEO Bill Greenberg characterized the CCM offer as delivering "a fixed price all-cash consideration to every TWO stockholder -- automatically and without election -- with committed financing, no financing contingency, and a clear path to close in the shortest timeframe," contrasting it with UWMC's competing stock-based proposal. No specific cost-synergy dollar figure, percentage of cost base, or phase-in timeline was disclosed in the filings reviewed. The source documents do not disclose pro forma EPS accretion/dilution or leverage metrics for the combined company, as CCM is a privately held mortgage lender that does not file separate public financial statements in this record set.
The transaction received TWO stockholder approval at a special meeting held July 2, 2026 (after being adjourned twice, from May 19 to May 28 to June 11, and ultimately reconvened July 2), as disclosed in a Form 8-K filed July 6, 2026 reporting voting results under Item 5.07; approximately 75% of TWO's outstanding common stock was represented at the meeting, which constituted a quorum. Regulatory approvals proceeded alongside the stockholder vote; a May 8, 2026 press release stated that HSR filing requirements had been completed and 35 of 53 required state mortgage-licensing approvals had already been obtained at that time.
The merger closed on August 25, 2026, as confirmed in a Form 8-K filed August 25, 2026 reporting completion under Item 2.01 and a same-day closing press release. At the effective time, each share of TWO common stock was canceled and converted into the right to receive $12.00 in cash, TWO became a wholly owned subsidiary of CCM, and TWO common stock was delisted from the NYSE (TWO notified the NYSE to suspend trading and file a Form 25). TWO's Series A, B and C Preferred Stock remained outstanding at closing pending the subsequent redemption process described above, with the aggregate consideration for that preferred stock redemption expected to be approximately $622.0 million. TWO also disclosed plans to repurchase its $115.0 million of outstanding 9.375% Senior Notes due 2030 at 104% of principal plus accrued interest, with expected aggregate consideration of approximately $120.0 million, or to discharge the notes' indenture if not all notes are tendered. The source of funds for the common stock merger consideration was described as "a combination of cash on hand and borrowings under existing financing facilities of CCM and its affiliates." As part of the closing, eight TWO directors (E. Spencer Abraham, James J. Bender, Sanjiv Das, William Greenberg, Karen Hammond, Stephen G. Kasnet, James A. Stern and Hope B. Woodhouse) departed the board, while Ron Leonhardt, previously the sole director of Merger Sub, became TWO's director.
On financial advisors: Houlihan Lokey Capital, Inc. acted as financial advisor to TWO throughout the process, and the closing press release additionally identifies PJT Partners as having served as strategic advisor to TWO. Citigroup Global Markets Inc. (referred to as "Citi") acted as exclusive financial advisor to CCM. On legal counsel: Jones Day represented TWO and Simpson Thacher & Bartlett LLP represented CCM, consistent across the signing, amendment and closing disclosures.