8-K: Two Harbors Investment Corp. Adjourns Special Meeting

Two Harbors Investment Corp. has adjourned its special meeting of stockholders regarding the proposed acquisition by CrossCountry Intermediate Holdco, LLC to allow for additional proxy solicitation.

Summary

• Two Harbors Investment Corp. (TWO) announced the adjournment of its special meeting of stockholders concerning the proposed acquisition by CrossCountry Intermediate Holdco, LLC (CCM).
• The adjournment is intended to provide more time for the company to solicit additional proxies and for stockholders to vote on the acquisition.
• The meeting will reconvene virtually on May 28, 2026, at 10:00 a.m. Eastern Time.
• The record date for the meeting remains April 15, 2026.
• Stockholders who previously voted in favor of the transaction do not need to take any further action.
• The TWO Board of Directors continues to unanimously recommend that stockholders vote FOR the CCM transaction.
• A recent lawsuit seeking to delay the stockholder vote due to alleged misstatements in the proxy statement was dismissed by the court.
• The proposed transaction involves an all-cash acquisition where TWO common stockholders will receive $12.00 per share, plus potential dividend value.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as the adjournment indicates a need for more votes, but the dismissal of the lawsuit is a positive sign for the transaction's progression.

Positives

• The TWO Board of Directors unanimously recommends that stockholders vote FOR the proposed acquisition by CCM.
• A lawsuit attempting to block the stockholder vote was dismissed by the court, finding TWO's proxy disclosures sufficient.
• The acquisition terms offer common stockholders $12.00 in cash per share, plus potential dividend value.
• Preferred stockholders will have their shares redeemed at $25.00 per share plus accumulated dividends.

Negatives

• The need to adjourn the special meeting suggests insufficient stockholder approval has been secured to date.
• The ongoing solicitation of proxies indicates a potential challenge in achieving the required stockholder consensus for the transaction.
• The risk of disruption to management's attention from ongoing business operations due to the proposed transaction.

Risks

• The potential failure to receive required approvals for the proposed transaction, including stockholder approval, in a timely manner or at all.
• Risks related to disruption of management's attention from ongoing business operations due to the proposed transaction.
• The risk that announcements relating to the proposed transaction could have adverse effects on the market price of TWO common stock.
• The risk that the proposed transaction and its announcement could adversely affect TWO's ability to retain and hire key personnel.
• The outcome of any legal proceedings relating to the proposed transaction, including potential stockholder litigation.
• Restrictions during the pendency of the proposed transaction may impact TWO's ability to pursue certain business opportunities or strategic transactions.
• Adverse effects from other economic, business, or competitive factors.
• Changes in future loan production, availability of suitable investment opportunities, interest rates, prepayment rates, and financing availability.

Future Outlook

The completion of the transaction is subject to stockholder approval and other closing conditions, including customary regulatory approvals. The company is actively soliciting proxies to ensure the transaction's approval.

Management Comments

• The TWO Board of Directors continues to unanimously recommend that stockholders vote FOR the CCM transaction.
• The TWO Board of Directors urges stockholders to vote the WHITE proxy card FOR the CCM merger proposal.
• Each stockholder's vote is important, regardless of the number of shares held.
• The TWO Board of Directors determined, and continues to believe, that the proposed CCM transaction is in the best interests of the TWO stockholders.

Industry Context

StockSavvy.ai notes that the adjournment of a special meeting for a proposed acquisition, especially in the REIT sector, often indicates a need for further engagement with shareholders to secure the necessary votes. The dismissal of the lawsuit is a positive development, removing a potential hurdle for the transaction.

Legal Proceedings

• A lawsuit (Assad v. Two Harbors Investment Corp., et al.) seeking to delay the stockholder vote on the CCM transaction due to alleged material misstatements and omissions in the proxy statement was dismissed by the court.
• The court found that the plaintiff failed to show a likelihood of success on the merits to justify a restraining order and dismissed the motion for a preliminary injunction.
• The court found that the plaintiff failed to adequately allege that TWO's proxy disclosures were materially misleading and found the disclosures sufficient in describing the sale process.

Stakeholder Impact

• Shareholders are impacted by the need to vote on the proposed acquisition and the terms of the all-cash transaction ($12.00 per share plus dividends).
• Preferred stockholders will see their shares redeemed at $25.00 per share plus accumulated dividends.
• Management's attention may be diverted from ongoing business operations due to the transaction process.

Next Steps

• The Special Meeting of Stockholders will reconvene on May 28, 2026, at 10:00 a.m. Eastern Time.
• The company will continue to solicit additional proxies from stockholders.
• Stockholders are urged to vote FOR the CCM merger proposal using the WHITE proxy card.

Key Dates

Recommendation

The adjournment suggests uncertainty in securing stockholder approval, while the dismissal of the lawsuit is positive. The $12.00 cash offer is a key factor, but the need for further proxy solicitation warrants a 'hold' recommendation pending clearer signs of approval or further developments.

Keywords

Two Harbors Investment Corp., CCM, Merger, Acquisition, Special Meeting, Stockholder Vote, Proxy, REIT