The battle for Two Harbors Investment Corp. escalated again Thursday after CrossCountry Mortgage unveiled an additional cash incentive aimed at winning shareholder approval for its pending acquisition of the mortgage REIT.
In a new announcement issued just days before Two Harbors shareholders are scheduled to vote on the transaction, CrossCountry said Two Harbors stockholders would now receive a pro-rated dividend for the quarter in which the acquisition closes, subject to legally available funds.
According to CCM, the added dividend could provide up to an additional $0.34 per share in value on top of the previously agreed merger consideration and quarterly dividend payments.
Assuming the transaction closes in the third quarter, CCM said the combined value of the merger consideration, second-quarter dividend, and pro-rated third-quarter dividend would total between $12.45 and $12.68 per share for all Two Harbors stockholders.
The announcement comes days after UWM Holdings Corporation raised the cash component of its competing proposal to $12.50 per share with no cap or proration on cash elections, further escalating the increasingly public fight over control of Two Harbors and its mortgage servicing assets.
The added dividend structure appears aimed at narrowing the perceived valuation gap created by UWM’s latest offer while allowing CCM to preserve the certainty narrative it has emphasized throughout the process.
CCM Doubles Down On Deal Certainty
CrossCountry used the latest announcement to further contrast its signed agreement with UWM’s competing proposal, which Two Harbors’ board described as “illusory, predatory, and unactionable.”
CCM reiterated that its deal is fully financed and already progressing through regulatory approvals, stating that it has obtained 39 of the 53 required approvals.
The company also argued that rejecting the CrossCountry merger would not guarantee shareholders receive UWM’s headline bid value, while again criticizing the structure and financing certainty behind UWM’s proposal.
CCM claimed UWM’s proposal remains “highly uncertain” and alleged it lacks sufficient committed financing to fund the full purchase price. The company also argued that non-electing Two Harbors shareholders could ultimately receive UWM stock “worth materially less.”
The increasingly aggressive messaging reflects how sharply the battle has shifted from headline pricing alone to questions around execution risk, financing certainty, and how much additional value shareholders are willing to trade for closing risk.
Pressure Builds Ahead Of Shareholder Vote
With the May 19 shareholder vote approaching, the pace and tone of the public exchanges between the parties have accelerated significantly, turning what began as a merger transaction into an increasingly public campaign for shareholder support.
This week alone, proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recommended shareholders vote against the current CCM merger agreement, while UWM publicly accused the Two Harbors board of “egregious corporate governance” and failing to act in shareholders’ best interests after rejecting its latest $12.50 proposal.
At the same time, Two Harbors’ board has continued defending its decision to back CCM, while publicly attacking the structure, financing, and strategic assumptions underlying UWM’s proposal.
MSRs Remain At The Center Of The Fight
Beneath the escalating fight over headline valuation, the strategic importance of RoundPoint Mortgage Servicing and Two Harbors’ MSR portfolio continues to drive the intensity of the battle.
But with the May 19 shareholder vote approaching, the contest is no longer being fought quietly through private negotiations alone. Nearly every new bid, rebuttal, and countermeasure is now arriving in public view — aimed as much at influencing shareholders as advancing the deal itself.
CCM’s latest dividend sweetener signals that the fight has entered another phase: not just competing on price, but competing on credibility, certainty, and which side can control the narrative heading into the final vote.
Two Harbors shareholders are scheduled to vote on the CCM transaction at a special meeting on May 19.
