Cleveland lender CrossCountry Mortgage just sweetened its all-cash play for Two Harbors Investment Corp., bumping the offer to $11.30 per share on April 28, 2026, and turning an already competitive takeover fight into a higher-stakes showdown. The move comes on the heels of an unsolicited proposal from another suitor and lands just weeks before a May 19 shareholder vote that could take Two Harbors private.
Two Harbors and CrossCountry unveiled the revised deal in a joint Two Harbors statement, saying the board unanimously signed off on the new terms and is still urging investors to vote in favor. The amendment raises the per-share cash consideration from $10.80 to $11.30 and confirms that Two Harbors' preferred shares are slated to be redeemed at $25 plus any accrued dividends once the deal closes.
In a filing with the SEC, Two Harbors spelled out new deal protections for CrossCountry. The company termination fee that Two Harbors would owe CrossCountry if the merger falls apart doubles to $50 million, and the amendment adds scenarios where Two Harbors could have to refund a previously paid $25.4 million fee. The same filing tacks on a fresh closing condition that requires consent for certain mortgage-origination and servicing permits, and it reiterates both the May 19 shareholder meeting and the target closing in the third quarter of 2026, assuming regulators sign off.
CrossCountry founder and CEO Ron Leonhardt said the richer price tag "reflects our continued excitement for this transaction," and the two companies are already syncing up on integrating RoundPoint's servicing platform, Two Harbors noted. CrossCountry has also agreed to shoulder the $25.4 million termination fee tied to Two Harbors' prior deal, a concession the firms say clears the runway for the amended merger.
For Cleveland, the stakes are not just on paper. CrossCountry's corporate office sits at CrossCountry Mortgage on Superior Avenue in downtown Cleveland, and the lender has been beefing up its servicing muscle through RoundPoint. Trade outlet HousingWire reported that teams from both companies have already started integration work and that CrossCountry has made "significant progress" toward securing regulatory approvals. Local business coverage of the higher bid turned up in Crain's Cleveland Business.
Legal Questions And Shareholder Challenge
The path to closing is not entirely smooth. A Two Harbors shareholder has sued in the U.S. District Court for the Northern District of Illinois to block the merger, according to Law360, which identifies the case as Koblentz v. Two Harbors Investment Corp., No. 1:26-cv-04325. That challenge, layered on top of the beefed-up break fee and the new permit-related closing condition, gives regulators and the court more to chew on and could affect how quickly this deal gets a final verdict.
What’s Next
Two Harbors says it will file a supplement to its proxy materials to spell out the revised terms and is reminding investors that anyone who already voted can still change their vote before the May 19 meeting, according to company disclosures. If stockholders sign off and regulators deliver the expected approvals, the parties still aim to close in the third quarter of 2026. If not, the tougher termination provisions and the pending lawsuit could push out the timetable or even scuttle it.
