Total consideration could reach $12.68 per share as CrossCountry defends its signed merger against UWM
CrossCountry Mortgage has added a pro-rated dividend to its binding merger agreement with Two Harbors Investment Corp., lifting total potential cash value to as much as $12.68 per share. It puts fresh pressure on stockholders ahead of a pivotal May 19 vote.
The move, announced Thursday, entitles Two Harbors stockholders to a dividend equal to the most recent quarterly payment, prorated for the number of days elapsed in the quarter in which the transaction closes.
Based on Two Harbors' most recent quarterly dividend, the pro-rated payout would add up to $0.34 per share, layered on top of the $12.00 per-share base cash consideration, the second-quarter dividend, and the prorated third-quarter dividend — delivering total consideration of approximately $12.45 to $12.68 per share assuming a third-quarter closing.
The dividend payment is conditioned on the deal actually closing.
CrossCountry has characterized UWM Holdings Corporation's competing proposal as non-binding and lacking fully committed financing.
The company warns that stockholders who do not actively elect cash under the UWM structure would default into UWMC stock worth materially less than what CCM's all-cash deal guarantees.
"A vote against the CCM merger would not deliver UWMC's headline price," CrossCountry said in a statement.
"It would only jeopardize a fully financed, signed transaction already well advanced through the regulatory approval process."
The latest sweetener arrives as one of the most protracted bidding battles in recent US mortgage industry history approaches what may be its final chapter.
How the battle unfolded
Two Harbors and UWM first announced a definitive all-stock merger in December 2025, valued at approximately $1.3 billion, under a fixed exchange ratio designed to nearly double UWM's mortgage servicing portfolio and bring servicing in-house.
The proposed combination was pitched as a strategic alignment between UWM's origination engine and Two Harbors' $176 billion mortgage servicing rights book, held through its subsidiary RoundPoint Mortgage Servicing.
But the deal ran into early turbulence. Two Harbors postponed its shareholder vote on the UWM merger to March 24, 2026, to gather additional proxy support, a delay that signaled early challenges in securing shareholder approval and raised questions about the deal's trajectory.
That opening was enough for CrossCountry to move. The agreement with UWM was disrupted in March 2026 when CrossCountry surfaced with a competing all-cash bid and agreed to absorb a $25.4 million termination fee owed to UWM on Two Harbors' behalf, prompting the TWO board to shift its recommendation.
In connection with entering into the merger agreement with CrossCountry, Two Harbors terminated its previously announced merger agreement with UWM Holdings Corporation.
Upon completion of the transaction, TWO common stock will be delisted from the New York Stock Exchange, and Two Harbors will become a wholly owned subsidiary of CrossCountry.
UWM declined to exit quietly. The Pontiac, Michigan-based lender responded with a counter-bid, and what followed was a months-long public escalation — each round producing a higher number, a sharper statement, and a fresh round of board rejections.
UWM's escalating bids — from $11.30 to $12.00 and now to $12.50 — were each submitted without meaningful engagement from the Two Harbors board, which instead moved to amend its existing deal with CrossCountry, raising that offer from $11.30 to $12.00 per share.
Read more: Two Harbors board rejects UWMC's latest bid as shareholder vote looms
Mortgage professionals tracking the deal from the origination side will be watching whether the outcome reshapes the competitive landscape between the retail and wholesale channels, given CrossCountry's position as the nation's largest distributed retail lender and UWM's dominance of the wholesale broker market.
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