Updated March 27, 2026 at 6:38 p.m. EDT to include an updated statement from UWMC.
CrossCountry Intermediate Holdco LLC, an affiliate of CrossCountry Mortgage, has agreed to acquire Two Harbors Investment Corp. in an all-cash deal valued at $10.80 per share. The companies announced this agreement on Friday, March 27.
This acquisition follows Two Harbors' termination of its previously announced merger deal with United Wholesale Mortgage Holdings Corp. (UWMC). CrossCountry, on behalf of Two Harbors, will pay UWMC a $25.4 million termination fee as stipulated in the earlier merger agreement. A special meeting of Two Harbors stockholders, originally scheduled for April 7 to approve the UWM transaction, has been canceled.
The deal also follows CrossCountry’s separate agreement announced this month to acquire Summit Funding, another sign of the lender’s push for broader expansion.
UWM, which lost out after Two Harbors terminated their earlier merger agreement, escalated the fight shortly after the merger was announced with a sharply worded statement: “The same team that had to settle a $375 million lawsuit this past summer is at it again. TWO’s decision appears to be driven more by ego, than by sound judgment. The deal for us was a strategy to acquire their servicing book, not their operations, as ultimately there are no operational efficiencies to gain — UWMs operations are best in class. Unlike TWO’s business, which is effectively a melting ice cube, we are in growth mode and will continue to be the market leader for the wholesale channel in support of our broker clients and team members.”
Two Harbors, a mortgage servicing rights-focused real estate investment trust (REIT), is one of the nation's largest servicers of conventional mortgages through its wholly owned subsidiary, RoundPoint Mortgage Servicing LLC. CrossCountry stated the deal will combine its retail mortgage origination business with Two Harbors' mortgage servicing rights (MSR) portfolio and RoundPoint's servicing platform. This integration aims to create a more fully integrated mortgage company spanning origination through servicing.
"We are extremely excited to partner with the entire Two Harbors team on this strategic transaction, combining Two Harbors' best-in-class capital markets team and RoundPoint's established servicing infrastructure and operational expertise with CrossCountry Mortgage's number one retail origination and servicing platform," said Ron Leonhardt, founder and CEO of CrossCountry Mortgage.
Leonhardt added, "This transaction further solidifies CrossCountry Mortgage's position as a one-of-a-kind player in the mortgage market, with the number one retail origination platform for the third year in a row and the number six non-bank servicing platform with over $370 billion in unpaid principal balance."
Holders of Two Harbors common stock will receive $10.80 in cash for each share they own. Holders of the company's Series A, Series B, and Series C preferred stock will have their shares redeemed after closing for $25 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. Two Harbors' board unanimously approved the merger agreement and recommended that stockholders vote to approve the transaction.
The deal is expected to close in the second half of 2026, subject to customary closing conditions, including stockholder and regulatory approvals. The companies confirmed the transaction is not subject to a financing condition.
Before the deal closes, Two Harbors intends to continue paying regular quarterly dividends in the ordinary course, consistent with past practice, for completed quarterly periods. The company does not intend to pay a partial dividend for the quarter in which the closing occurs if the transaction does not close by quarter-end.
Once the transaction is completed, Two Harbors' common stock will be delisted from the New York Stock Exchange, and the company will cease to be publicly traded, becoming a wholly owned subsidiary of CrossCountry.
UWMC issued an initial statement on March 27 that said it disagreed with the board’s actions and contended its own proposal was superior.
“The actions taken by TWO’s management team and board do not reflect the best interests of their shareholders,” the UWM spokesperson said. “What appears to be seller’s remorse—driven by loss of control—does not justify accepting an inferior transaction, disregarding binding contractual obligations or failing to negotiate with us in good faith. We presented an offer that is higher in value in every respect including a materially accelerated timing relative to the offer they want to accept. The full context will be made public in due course, allowing both shareholders and the courts to evaluate the facts accordingly.”
Crosscountry and Two Harbors declined NMP's request for additional comments on the announcement.
Houlihan Lokey Capital Inc. is serving as financial adviser to Two Harbors, with Jones Day as legal counsel. Citigroup Global Markets Inc. is serving as financial adviser to CrossCountry, with Simpson Thacher & Bartlett LLP as legal counsel.
Two Harbors is a Maryland-based REIT that invests in MSRs, residential mortgage-backed securities (RMBS), and other financial assets. The company is headquartered in St. Louis Park, Minnesota.
