UWMC raises Two Harbors cash bid to $12.50 per share

"UWM also argued that its deal structure reduces and defers some management compensation at Two Harbors, which it says allows more value to flow to stockholders. By contrast, UWM said, the CCM deal structure would trigger roughly $35 million of immediate cash payouts to Two Harbors management at closing. The board has a duty to maximize value for stockholders, not to choose a path that puts more in the pockets of management, UWM wrote in the letter."

"Pontiac, Michigan-based UWM has made fiduciary duty a central theme, arguing that the Two Harbors board should run a process that surfaces the highest available price rather than preserving the CCM deal. Two Harbors' board has previously said UWM's proposals were not reasonably likely to lead to a superior transaction under its merger agreement with CCM, according to UWM. Two Harbors, a New York-based mortgage REIT that invests primarily in agency residential mortgage-backed securities (RMBS) and mortgage servicing rights, is scheduled to hold a special stockholder meeting on May 19, 2026, to vote on the CCM transaction."

"UWM is soliciting proxies to oppose that deal and push the board to negotiate with them instead. UWM said it could close a transaction about two months after signing, citing its national regulatory relationships and active mortgage licenses in all 50 states. CCM and Two Harbors said the Hart-Scott-Rodino antitrust review has been completed on their deal, and all required state mortgage licensing filings have been submitted, with 35 of 53 approvals obtained."

"The companies expect the transaction to close in the third quarter of 2026, subject to customary closing conditions, including approval by Two Harbors stockholders. The negotiations with CrossCountry Intermediate Holdco, an affiliate of CCM, include $3.4 billion of committed financing: a $2 billion secured facility and a $1.4 billion unsecured commitment from Citi. UWM said it's supported by a committed, unsecured $1.3 billion bridge facility from Mizu"

UWM contends that its proposed deal structure reduces and defers certain management compensation at Two Harbors, directing more value to stockholders. UWM contrasts this with the CCM structure, which it says would cause about $35 million in immediate cash payouts to Two Harbors management at closing. UWM argues the Two Harbors board has a duty to maximize stockholder value and should not select a path that benefits management. UWM is soliciting proxies to oppose the CCM transaction and to push the board to negotiate with UWM. Two Harbors is scheduled to hold a special stockholder meeting on May 19, 2026, to vote on the CCM deal. UWM states it could close about two months after signing, citing regulatory relationships and mortgage licenses nationwide. CCM and Two Harbors report antitrust review completion and state licensing filings submitted, with 35 of 53 approvals obtained, and they expect closing in the third quarter of 2026 subject to customary conditions. The CCM negotiations include $3.4 billion in committed financing, while UWM cites a $1.3 billion committed unsecured bridge facility from Mizu.

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