TWO (Two Harbors Investment Corp.), a wholly-owned subsidiary of CrossCountry Mortgage, LLC, today announced that it has notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily delist TWO’s 9.375% Senior Notes due 2030 (NYSE: TWOD) (the “Notes”) from the NYSE and to withdraw the Notes from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To delist and deregister the Notes, TWO expects to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about September 24, 2026, which is no fewer than 10 days after the date on which TWO notified the NYSE of its intent to voluntarily delist the Notes.
In connection with the recently completed merger of TWO and CrossCountry Mortgage, LLC (the “Merger”), TWO satisfied and discharged its obligations under the indenture pursuant to which the Notes were issued (the “Discharge”). Concurrently with the satisfaction and discharge, CrossCountry Intermediate HoldCo, LLC commenced an offer (the “Offer”) to repurchase all outstanding Notes at $26.3841 per Note, equal to 104% of the $25.00 principal amount, plus accrued and unpaid interest, if any, to, but excluding, October 14, 2026, and irrevocably deposited with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), $123.1 million in funds, which is sufficient to pay the purchase price for all Notes tendered in the Offer and to fund all future interest payments and to redeem all Notes that remain outstanding following the Offer. To the extent all Notes are not repurchased in the Offer, such Notes will be redeemed on May 17, 2027 (the “Redemption Date”) at a redemption price equal to 100% of the principal amount thereof ($25.00 per Note), plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (the “Redemption Price”), after which no Notes are expected to be outstanding.
TWO’s decision to delist and deregister the Notes reflects its determination that, as a result of the Merger and the Discharge, the company is no longer required to maintain the NYSE listing and SEC registration. TWO has complied with all applicable state and federal securities laws in connection with the proposed delisting and deregistration of the Notes.
The delisting is expected to become effective 10 days after the Form 25 is filed, and the last day of trading for the Notes is expected to be October 2, 2026. Following the delisting of the Notes from the NYSE, TWO intends to take such actions as may be necessary to terminate or suspend its reporting obligations under the Exchange Act.
Notice of redemption will be mailed to holders of the Notes on or about April 16, 2027. Questions about the offer and related materials should be directed to U.S. Bank Trust Company, National Association, 111 Fillmore Avenue E, St. Paul, MN 55107 or by phone at 1-800-934-6802.
This press release does not constitute an offer to purchase or a notice of redemption under the indenture governing the Notes.
Cautionary Notice Regarding Forward-Looking Statements
This release may include statements and information that constitute “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and we intend such forward-looking statements to be covered by the safe harbor provisions therein and are included in this statement for purposes of invoking these safe harbor provisions. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance. The forward-looking statements made in this release include, but may not be limited to, expectations regarding the Offer, the redemption of Notes not tendered and the Discharge.
Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. There can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks identified under the captions “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our public filings with the SEC, which are available on the SEC’s website at www.sec.gov.
All written or oral forward-looking statements that we make, or that are attributable to us, are expressly qualified by this cautionary notice. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.
About TWO
TWO, a Maryland corporation, is a wholly owned subsidiary of CrossCountry Mortgage, LLC that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, Minnesota.
About CCM
CrossCountry Mortgage (CCM) is the nation’s largest distributed retail mortgage lender and sixth-largest non-bank servicer, with more than 9,800 employees operating over 1,100 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 numerous awards for its standout culture. We offer more than 120 mortgage, refinance and home equity solutions — ranging from conventional and jumbo mortgages to government-insured programs from the FHA and programs for Veterans and rural homebuyers — and we are a direct lender and approved seller and servicer for Freddie Mac, Fannie Mae and Ginnie Mae. NMLS #3029. Through our dedication to getting it done, we make every mortgage feel like a win.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260914162861/en/
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