UWM Holdings Corporation (NYSE: UWMC) formally rejected Two Harbors Investment Corp.’s (NYSE: TWO) $12.00‑per‑share acquisition proposal and reaffirmed its board’s endorsement of the all‑cash $11.30‑per‑share transaction with CrossCountry Mortgage, LLC (CCM). The decision, made on May 4 2026, effectively terminates UWM’s unsolicited bid and preserves the status quo for Two Harbors shareholders.
The two offers differ markedly. UWM’s proposal, announced on April 30 2026, included a cash component and a stock option, valuing Two Harbors at $12 per share. CCM’s counter‑offer, raised to $11.30 per share on April 28 2026, is a fully financed all‑cash deal. CCM has secured $3.4 billion in total financing, including a $1.4 billion unsecured facility from Citi, while UWM’s financing is supported by a committed, unsecured $1.3 billion bridge facility from Mizuho Bank, with no ratings trigger, borrowing‑base test, or market contingency.
Regulatory approval remains a key hurdle. CCM has secured roughly half of the 53 approvals required for the transaction and is targeting an August 2026 closing. UWM’s earlier all‑stock agreement, announced in December 2025, faced additional regulatory scrutiny and was ultimately abandoned when Two Harbors terminated the deal.
Two Harbors shareholders will vote on the CCM transaction on May 19 2026. The board’s unanimous reaffirmation of the CCM deal was framed as delivering “certain value” compared to UWM’s “uncertain and conditional” proposal. The board cited financing, closing, business, and credibility risks associated with UWM’s offer.
The rejection represents a setback for UWM’s strategy to expand its servicing footprint. UWM will now focus on bringing servicing in‑house and pursuing other growth opportunities. Two Harbors reported Q1 2026 earnings of $0.34 per share, a beat on revenue expectations but a shortfall in total revenue. UWM will report its Q1 2026 results on May 6 2026.
Management commentary underscores the divergent perspectives. CCM stated, “Stockholders are being asked to choose between a signed, fully financed all‑cash transaction and a non‑binding proposal with no guaranteed path to closing.” UWM countered, “The TWO Board’s interpretation of the numbers don’t reflect the underlying math.” Two Harbors’ board reiterated its preference for CCM, describing the deal as delivering “certain value.”
The board’s decision highlights the market’s preference for certainty in M&A transactions. UWM’s inability to secure the Two Harbors deal forces a strategic pivot, while Two Harbors shareholders face a clear choice between a guaranteed cash payout and a potentially higher but riskier offer. The upcoming shareholder vote on May 19 will determine the final outcome of this high‑profile transaction.
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