'The actions of the TWO board are egregious and demonstrate it does not deserve TWO stockholder support for an inferior deal,' UWM says in blistering statement
United Wholesale Mortgage escalated its campaign to acquire Two Harbors Investment Corp, accusing the REIT’s board of short‑changing investors by backing an $11.30‑per‑share sale to CrossCountry Mortgage instead of a rival $12.00 offer from UWM.
The clash came days after Two Harbors reaffirmed its support for the all‑cash CrossCountry transaction, rejecting UWM’s revised proposal that combined a higher cash election with the option to take UWM stock.
The dispute extended a contested process that began with an all‑stock UWM–Two Harbors merger agreement in December 2025, later displaced when CrossCountry surfaced with a higher cash bid and agreed to absorb the termination fee owed to UWM.
Two Harbors Investment Corp. has doubled down on its support for a sale to CrossCountry Mortgage, rejecting a sweetened takeover proposal from UWM Holdings and urging shareholders to back the all-cash CrossCountry Mortgage (CCM) deal.https://t.co/gmgLF9hslc
— Mortgage Professional America Magazine (@MPAMagazineUS) May 4, 2026
“The TWO Board’s interpretation of the numbers don’t reflect the underlying math. UWMC’s fully financed $12.00 per share offer is clearly superior to $11.30 and provides a stock option on top of it, and the TWO Board is contorting itself with illogical arguments to suggest otherwise, preventing TWO stockholders from even the opportunity to receive significantly higher value,” UWM said.
Financing and deal risk come into focus
UWM pushed back at suggestions its proposal carried greater closing risk.
“The TWO Board’s arguments about the risks of closing a deal with UWMC are disingenuous, given that this same board already has recommended a transaction with UWMC just months ago, including by highlighting the ability to achieve necessary approvals,” the company said.
UWM said its bid is backed by “a committed, unsecured $1.3 billion bridge facility from Mizuho Bank, Ltd. with no ratings trigger, no borrowing‑base test, and no market contingency,” adding that Mizuho agreed to remove a customary due‑diligence condition raised by Two Harbors.
It contrasted those terms with CrossCountry’s financing, which it described as offering “scant details” in public disclosures.
“The actions of the TWO board are egregious and demonstrate it does not deserve TWO stockholder support for an inferior deal,” UWM said.
“TWO stockholders have one path to a superior value of $12 per share, which is to demand their board engage fairly and openly with UWMC and until then, carefully consider how to vote on the CrossCountry proposed transaction. UWMC is assessing its options to make sure TWO stockholders are able to obtain the value they deserve.”
Long‑running MSR battle and wholesale backdrop
The fight sits squarely in a broader race for mortgage servicing rights, a theme UWM already emphasized when it first agreed to buy Two Harbors in a roughly $1.3 billion all‑stock deal built around the REIT’s MSR platform.
The aborted merger would have nearly doubled UWM’s footprint, highlighting its view that Two Harbors’ business was “effectively a melting ice cube” without a larger platform.
UWM operates one of the largest residential mortgage lending platforms in the US and reported 2025 revenue of about $3.2 billion, up from $2.7 billion a year earlier, alongside $163.4 billion in originations.
Two Harbors, founded in 2009, repositions as a “leading MSR‑focused REIT” using a paired MSR and Agency RMBS strategy designed to balance interest‑rate and prepayment risk through the cycle.
CrossCountry Mortgage, meanwhile, is a privately held direct lender. It originates more than $51 billion in volume in 2025 and financing roughly one in 35 homes sold nationwide in the fourth quarter.
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