UWM Holdings Corp. Escalates Hostile Bid for Two Harbors with $12.00/Share Offer, Launches Proxy Fight

summarizeSummary

UWM Holdings Corp. filed a preliminary proxy statement to solicit votes against Two Harbors Investment Corp.'s proposed merger with CrossCountry, asserting its revised $12.00 per share offer is superior and backed by a $1.3 billion financing facility.

check_boxKey Events

• Increased Acquisition Offer

  UWM Holdings Corp. has raised its offer for Two Harbors Investment Corp. to $12.00 per share in cash or 2.3328 shares of UWMC Class A common stock, a $0.70 premium over CrossCountry's $11.30 cash offer.

• Proxy Solicitation Launched

  UWMC is actively soliciting Two Harbors stockholders to vote 'AGAINST' the proposed merger with CrossCountry and related proposals at the special meeting scheduled for May 19, 2026.

• Enhanced Financing Certainty

  The revised offer is supported by an increased, unsecured $1.3 billion bridge facility from Mizuho Bank, Ltd., with the 'satisfactory due diligence' closing condition explicitly removed to address prior concerns.

• Board Rejection and Entrenchment Claims

  Two Harbors' Board rejected UWMC's $12.00 offer on May 3, 2026, leading UWMC to accuse the board of entrenchment and failing to act in stockholders' best interests, citing increased termination fees and new closing conditions in the CCM agreement.

auto_awesomeAnalysis

UWM Holdings Corp. (UWMC) is intensifying its efforts to acquire Two Harbors Investment Corp. (TWO) by launching a proxy contest against TWO's proposed merger with CrossCountry Intermediate Holdco, LLC (CCM). This filing details UWMC's revised, all-cash or stock offer of $12.00 per share for TWO, which represents a $0.70 premium over CCM's $11.30 cash offer. UWMC emphasizes the certainty of its offer, backed by an increased $1.3 billion unsecured bridge facility, and claims a faster path to closing. The filing highlights TWO's board's rejection of UWMC's superior proposal and accuses the board of entrenchment, including increasing the termination fee for the CCM deal. This move signals a significant escalation in the bidding war for Two Harbors, creating uncertainty for the existing CCM merger and potentially driving higher value for Two Harbors shareholders. Investors should monitor the upcoming May 19, 2026 special meeting and the ongoing proxy battle.