TWO Board Rejects UWMC’s Latest Bid—$12 Cash Offer from CCM Deemed Best for Stockholders
Board Unanimously Favors CCM’s Locked-In Cash Premium
The board of Two Harbors Investment Corp. (“TWO”) is making its stance crystal clear: it’s all-in on CrossCountry Mortgage’s (CCM) all-cash $12.00 per share transaction. In a detailed response this morning, the board unanimously rejected UWM Holdings Corporation’s (UWMC) latest unsolicited proposal, calling it illusory, predatory, and fraught with execution risk. The board’s verdict? The CCM deal isn’t just more valuable—it’s far more certain, providing immediate cash for stockholders and sidestepping structural red flags in the UWMC approach.
Key Data: CCM Delivers Certainty and Value Over UWMC Proposal
| Proposal | Default Consideration | Value per TWO Share | Form of Consideration | Board’s Assessment |
|---|---|---|---|---|
| CrossCountry Mortgage (CCM) | Cash | $12.00 | All Cash | Fully financed and closing certainty |
| UWMC (Revised Proposal) |
UWMC Stock (default) | $7.58 (UWMC stock as of May 12, 2026) | Stock/Cash Option* *Default is stock unless timely cash election |
Execution and valuation risk; material unaddressed concerns |
Board Lists Major Risks and Concerns With UWMC Offer
TWO’s board raised several fundamental questions about the UWMC proposal:
- Default Stock Pays Less: Stockholders defaulting (up to 30%) would receive UWMC stock currently worth $7.58 per share—well below CCM’s $12 cash offer.
- Financing Doubts: Declining liquidity, high leverage (3.2x), and a lack of a larger commitment from Mizuho heighten doubts UWMC can close on cash terms.
- Regulatory Hurdles: UWMC’s deal closing timeline is viewed as overly optimistic, with necessary regulatory and stockholder approvals missing or not addressed.
- Execution Risk: Board stresses that a failed deal would irreparably harm TWO, and a reverse termination fee would not compensate for that risk.
Why the CCM All-Cash Deal is Preferred: Clarity and Near-Term Path to Closing
- Immediate Value: $12.00 per share in cash represents a 21% premium to the unaffected share price (Dec 16, 2025) and a 119% premium to fully diluted tangible book value.
- Certainty: The deal is fully financed, regulatory hurdles are mostly cleared (35 of 53 approvals received), and the shareholder vote is set for May 19, 2026.
- ISS Acknowledgement: While ISS did not endorse either deal outright, it called the CCM offer “compelling” when evaluated standalone.
What Investors Should Watch Next—Special Meeting Looms
TWO’s board is firmly urging stockholders to approve the CCM deal for what it calls immediate, enhanced and certain value. The special meeting is set for May 19, 2026. The company’s leadership emphasizes it has no personal ties to either deal—all actions are for shareholder benefit alone.
Key takeaways:
- The $12 all-cash CCM deal is seen by the board as superior, actionable, and in the best interests of stockholders.
- UWMC’s structure and lack of financing pose fundamental risks that the board is unwilling to accept.
- With the vote approaching, investors are encouraged to review proxy materials and reach out to TWO’s proxy solicitor if needed.
For more information and official materials, investors can visit Two Harbors Investor Relations or the SEC’s filings page.
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