TWO Announces Offer to Repurchase 9.375% Senior Notes due 2030 and Satisfaction and Discharge of the Related Indenture
TWO (Two Harbors Investment Corp.), a wholly-owned subsidiary of CrossCountry Mortgage, LLC, today announced that, in connection with the recently completed merger of TWO and CrossCountry Mortgage, LLC, CrossCountry Intermediate HoldCo, LLC (the “Offeror”) has commenced an offer to repurchase (the “Offer”) all of TWO’s $115.0 million of outstanding 9.375% Senior Notes due 2030 (NYSE: TWOD) (the “Notes”). This offer is being made pursuant to the terms of the indenture that governs the Notes. The cash purchase price (the “Purchase Price”) for each Note is $26.3841 (104% of the $25.00 principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date of October 14, 2026 (the “Offer Repurchase Date”)). The aggregate consideration for the Offer is expected to be approximately $121.4 million. The offer will expire at 5:00 p.m., New York City time, on October 13, 2026.
Concurrently with the launch of the Offer, TWO satisfied and discharged its obligations under the indenture pursuant to which the Notes were issued (the “Discharge”). The Offeror has 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. The Redemption Price per Note is expected to be $25.0130. Notes that remain outstanding after consummation of the Offer will continue to accrue interest, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, until they are redeemed on the Redemption Date at the Redemption Price. TWO intends to delist the Notes from the NYSE and terminate its Exchange Act reporting obligations.

