Shareholders back the $12-per-share cash deal after repeatedly delaying the vote as UWM pressed a competing offer
After multiple adjournments and months of back-and-forth with a rival bidder, Two Harbors Investment Corp. stockholders finally said yes.
The MSR-focused real estate investment trust (REIT) announced Wednesday, based on preliminary vote counts, that common stockholders approved the merger with CrossCountry Mortgage (CCM) at the reconvened Special Meeting of Stockholders held July 2.
Under the terms of the agreement, CrossCountry Merger Corp., a wholly owned subsidiary of CCM, will merge with and into Two Harbors, with Two Harbors surviving as a wholly owned subsidiary of CCM.
Each outstanding share of Two Harbors common stock will be converted into $12.00 per share in cash, plus a pro-rated stub dividend for the portion of the quarter in which closing occurs. Preferred stockholders will have their shares redeemed at $25.00 per share plus any accumulated and unpaid dividends.
The deal is expected to close in August, subject to the receipt of five remaining state regulatory approvals. Federal antitrust clearance came in May, and 48 of the 53 required state approvals are already in hand.
A deal that nearly fell apart
UWM Holdings and Two Harbors first announced a definitive all-stock merger in December 2025. It unraveled in March 2026 when CrossCountry surfaced with a competing all-cash offer and absorbed a $25.4 million termination fee on Two Harbors' behalf, prompting the board to shift its recommendation to CCM.
UWM responded with a counterbid, and the two sides escalated for months. UWM's final offer stood at $12.50 per share in cash or 2.3328 shares of UWMC stock per TWO share. Two Harbors pushed back hard on the stock option, arguing that based on UWMC's June 12 closing price of $2.38, the implied value of the default stock consideration was approximately $5.55 per share, less than half the headline figure.
The vote count heading into the final adjournment showed how thin the margin was. As of June 15, approximately 73% of shareholders had voted, with 54% opposed to the CCM merger. The board adjourned to July 2 for one last attempt to move enough votes.
Mat Ishbia, UWM's president and CEO, had made clear in May that he viewed the outcome as a win for UWM either way. Speaking to Mortgage Professional America at UWM Live in Pontiac, Michigan on May 14, he said what UWM found during due diligence changed the whole picture.
"I originally did a deal, thought I was buying a servicing book along with some expertise in capital markets, along with a servicing platform that was pretty good," Ishbia told Mortgage Professional America. "When we did due diligence, we found out it was just a really great servicing book."
What the deal means for the industry
CrossCountry Mortgage is the nation's largest distributed retail mortgage lender, with more than 9,000 employees operating over 1,000 branches across all 50 states, DC, and Puerto Rico. Adding Two Harbors' mortgage servicing rights portfolio significantly extends CCM's balance sheet and servicing reach.
For UWM, what started as a plan to scale its in-house servicing operation ended without the asset it was chasing. Ishbia described the original goal plainly when speaking to MPA in May.
"We already have servicing in-house. It's already here," Ishbia said. "This was just to take our 700,000 clients and go up to 1.3 million. That was always just scale because our servicing platform is already the best in the country right now."
The race for MSR scale has been a running theme across the industry. Bruce Gehrke, senior director of wealth and lending intelligence at JD Power, put it plainly when speaking to MPA in December.
"I think it is a really big move," Gehrke said. "Setting up a servicing operation is not a simple task. It's a specialized business."
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