CrossCountry Raises Two Harbors Bid To $12 Per Share, Matching UWM Offer

CrossCountry Mortgage has again raised the stakes in its battle for Two Harbors Investment Corp., matching the headline value of UWM Holdings Corp.’s competing bid with a revised $12-per-share all-cash offer just days before shareholders are set to vote on the deal.

In a joint announcement released Friday morning, Two Harbors and an affiliate of CrossCountry Mortgage said they amended their merger agreement to increase the all-cash consideration to $12.00 per share, up from the previously announced $11.30 per share.

The move comes little more than a week after UWM publicly escalated the bidding war with a proposal allowing Two Harbors shareholders to elect either $12 per share in cash or 2.3328 shares of UWMC stock, with no cap or proration.

Two Harbors’ board unanimously reaffirmed its recommendation in favor of the CrossCountry transaction, arguing the revised agreement provides greater certainty and a clearer path to closing.

“The CCM transaction delivers a fixed price all-cash consideration to every TWO stockholder — automatically and without election — with committed financing, no financing contingency, and a clear path to close in the shortest timeframe,” Two Harbors President and CEO Bill Greenberg said in the announcement. “Our Board unanimously recommends that stockholders vote FOR the proposed merger with CCM.”

The company also renewed its criticism of UWM’s stock-based proposal, stating that the default stock consideration under UWM’s offer was worth approximately $7.88 per share based on UWMC’s May 7 closing price.

That argument reflects a broader debate that has emerged throughout the increasingly public takeover battle: guaranteed cash consideration versus potential upside tied to UWM equity performance.

UWM previously pushed back aggressively on concerns surrounding its financing structure. In a May 4 response to Two Harbors’ board, UWM said its $1.3 billion unsecured bridge facility from Mizuho carried no ratings trigger, no borrowing base requirement, and no market contingency, while also noting that lender diligence had already been completed.

CrossCountry Founder and CEO Ron Leonhardt emphasized both the valuation and financing certainty behind the revised bid.

“We are pleased to increase our all-cash offer to TWO stockholders to $12.00 per share, which represents one of the highest multiples paid for a mortgage REIT and provides stockholders with immediate and certain value,” Leonhardt said. “CCM has fully committed financing, and we look forward to completing the transaction as quickly as possible.”

According to SEC filings tied to the amended merger agreement, CrossCountry recently secured a $1.4 billion unsecured financing commitment related to the transaction. The amendment also increases the breakup fee payable by Two Harbors under certain circumstances from $50 million to $51 million.

The latest increase marks another escalation in the increasingly contentious fight for Two Harbors, a mortgage REIT whose servicing-related assets have become increasingly attractive as lenders focus on retention economics and recurring revenue streams in a volatile rate environment.

In December 2025, Two Harbors agreed to merge with UWM in an all-stock transaction. But in March, the mortgage REIT terminated that deal after CrossCountry emerged with a superior all-cash bid valued at $10.80 per share and agreed to cover UWM’s $25.4 million termination fee.

CrossCountry then raised its offer to $11.30 per share on April 28, prompting UWM to publicly counter days later with its revised $12-per-share proposal.

The increasingly contentious bidding war has evolved into a broader fight over deal certainty, shareholder value, and the long-term economics of mortgage servicing. UWM has argued its proposal offers shareholders future upside tied to UWMC stock performance, while CrossCountry continues to position its offer around guaranteed cash consideration and execution certainty.

The shareholder vote on the CrossCountry transaction remains scheduled for May 19. If approved, the deal is expected to close in the third quarter of 2026, after which Two Harbors would become a privately held subsidiary of CrossCountry Mortgage.

UWM vs. CrossCountry: Two Harbors Acquisition Timeline

Updated: May 8, 2026