Two Harbors sued over proxy disclosures for CrossCountry USD 12-per-share deal
Two Harbors Investment Corp. TWO | 0.00 |
- Lawsuit filed in US District Court for District of Maryland seeks emergency injunction to halt May 19, 2026 shareholder vote on proposed all-cash acquisition by CrossCountry Intermediate Holdco.
- Plaintiff George Assad alleges proxy materials soliciting approval of CrossCountry deal contain material misstatements or omissions in violation of Exchange Act Sections 14(a) and 20(a) and SEC Rule 14a-9.
- Complaint says board abandoned prior UWM Holdings all-stock agreement valued at USD 11.94 per share, then accepted CrossCountry cash deal that rose from USD 10.8 to USD 12 per share while rejecting UWM cash proposals up to USD 12.5 per share.
- Claims focus on alleged management entrenchment and undisclosed incentives, including asserted USD 35 million in immediate management payouts tied to CrossCountry structure, alongside omission of post-closing job outcomes under competing bids.
- Suit also challenges mid-process increase in CrossCountry termination fee to USD 50 million, citing total termination-related cost up to USD 75.4 million as a deterrent to higher bids.
Disclaimer: This news brief was created by Public Technologies (PUBT) using generative artificial intelligence. While PUBT strives to provide accurate and timely information, this AI-generated content is for informational purposes only and should not be interpreted as financial, investment, or legal advice. Two Harbors Investment Corp. published the original content used to generate this news brief via EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system operated by the U.S. Securities and Exchange Commission (Ref. ID: 0001104659-26-061733), on May 15, 2026, and is solely responsible for the information contained therein.
