UWM Holdings Launches $12‑Per‑Share Takeover Offer for Two Harbors Investment Corp.

TWO
May 01, 2026

UWM Holdings Corporation (UWMC) has issued a revised takeover proposal for Two Harbors Investment Corp. (TWO), offering shareholders either $12 in cash per share or 2.3328 shares of UWMC common stock. The proposal, announced on May 1 2026 and detailed in an open letter dated April 30 2026, represents a premium to CrossCountry Mortgage’s all‑cash offer of $11.30 per share.

The new bid follows a December 2025 agreement between the two companies that valued the transaction at approximately $1.3 billion and set an exchange ratio of 2.3328 UWMC shares for each TWO share. That agreement was terminated after Two Harbors’ board approved CrossCountry’s unsolicited offer, which was later amended to $11.30 per share. UWMC’s current proposal is a direct response to that amendment and seeks to regain the lead in the bidding war.

UWMC has secured a $1.3 billion unsecured bridge facility from Mizuho Bank to support the transaction. The facility carries no ratings trigger, borrowing‑base test, or market contingency, giving UWMC flexibility to complete the deal without additional financing conditions. UWMC’s recent performance includes Q4 2025 loan origination volume of $49.6 billion, total revenue of $945.2 million, and net income of $164.5 million, with full‑year 2025 revenue of $3.2 billion and net income of $244 million.

Two Harbors reported first‑quarter 2026 earnings that beat consensus expectations. Earnings per share rose to $0.34 from a forecast of $0.2912, a 16.8 % beat, while revenue fell short by $6.51 million against a $2.63 million forecast, a negative surprise of 347.5 %. The company’s net income was $32.3 million, and its book value per share declined to $10.57 from $11.13. Management attributed the revenue miss to weaker risk‑asset performance amid geopolitical tensions in the Middle East, which also contributed to a negative 2.0 % economic return for the quarter.

UWMC’s strategic rationale for the takeover is to double its mortgage servicing rights portfolio to roughly $400 billion and realize annual cost and revenue synergies of about $150 million. CrossCountry’s amended offer, meanwhile, aims to combine Two Harbors’ servicing platform with its own and RoundPoint’s servicing technology to create a fully integrated mortgage company. Two Harbors’ Q1 2026 financial health, with a GF Score of 41/100 and a net interest expense of $6.5 million, underscores the challenges the company faces amid market volatility.

Two Harbors’ president, William Greenberg, said in the open letter, 'In March, we received an unsolicited all‑cash proposal from CrossCountry Mortgage… our Board unanimously determined that the CrossCountry proposal was superior and in the best interest of shareholders,' and added, 'CrossCountry agreed to acquire Two Harbors for $10.80 per share in cash,' with the prior UWM agreement terminated. CFO William Dellal noted, 'Our book value decreased to $10.57 per share at March 31 compared to $11.13 per share at December 31,' and CIO Nicholas Letica observed, 'The widening of spreads by quarter end made performance outcomes more balanced and improved the return potential of our portfolio,’ while 'for the near term, geopolitical tensions will remain the primary driver of market sentiment and economic outlook.'

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