CrossCountry Mortgage is stepping more forcefully into the escalating battle over Two Harbors Investment Corp., pushing back on UWM Holdings Corporation and arguing its pending acquisition remains the “only certain path to value” for shareholders.
In a statement released May 5, CrossCountry said UWM’s competing proposal is non-binding and lacks a guaranteed path to closing, contrasting it with its own signed, fully financed, all-cash agreement.
The response marks the latest turn in a rapidly escalating dispute, as CrossCountry joins Two Harbors in directly countering UWM’s increasingly aggressive public campaign.
CrossCountry framed the decision for shareholders as a choice between a signed, enforceable transaction and what it described as an uncertain alternative.
“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,” the company said.
It emphasized that its agreement delivers $11.30 per share in cash to all shareholders at closing, reinforcing the Two Harbors board’s position on certainty of value.
Financing Becomes Central Battleground
CrossCountry also moved to directly counter UWM’s financing claims, outlining a significantly expanded capital stack.
The company said it has $3.4 billion in total financing commitments, including an original $2.0 billion secured facility and an additional $1.4 billion unsecured commitment from Citi.
CrossCountry said this structure is not dependent on collateral values, borrowing-base tests, or market conditions, and argued that it provides certainty of funding to complete the transaction.
By contrast, the company said UWM does not have committed financing equivalent to its signed agreement and raised concerns about UWM’s ability to execute a fully cash transaction.
CrossCountry also challenged the economics of UWM’s proposal, particularly its stock-based component.
The company said UWM’s default stock consideration would be worth approximately $8.26 per share based on May 4 closing prices, about 31% below the headline $12 cash alternative.
It added that, absent an active election, shareholders could receive consideration materially below the headline price — a point that has become central to the broader debate over structure and realized value.
Regulatory Timeline Key Risk
CrossCountry also pointed to regulatory complexity as a differentiator between the proposals.
The company said it has already secured approximately half of the 53 required approvals and is targeting a closing in August 2026, reflecting what it described as tangible progress.
By contrast, it said a UWM transaction would require restarting the regulatory approval process, including resubmitting filings and obtaining all approvals from the beginning — a process it said typically takes about 120 days and introduces additional execution risk.
CrossCountry also questioned UWM’s strategic rationale for the transaction, citing prior public statements that described Two Harbors’ operations as offering limited operational benefit.
The company said its own integration efforts are already underway, positioning the combined business as a fully integrated mortgage platform spanning the customer lifecycle.
A Three-Sided Deal Fight
The latest statement adds another layer to what has become a three-way contest:
- Two Harbors has reaffirmed support for CrossCountry’s $11.30 all-cash deal
- UWM has publicly challenged that position with a $12 proposal and direct shareholder appeal
- CrossCountry is now actively defending its agreement and countering UWM’s claims
The timeline has unfolded rapidly:
- December 2025: Two Harbors agrees to an all-stock merger with UWM
- March 2026: CrossCountry enters with a $10.80 all-cash bid, prompting termination of the UWM deal and a $25.4 million breakup fee
- Late April: CrossCountry raises its offer to $11.30, deemed superior by the board
- April 30–May 4: UWM escalates with a $12 bid and public campaign
- May 5: CrossCountry responds, defending its agreement and challenging UWM
What Comes Next
A shareholder vote on the CrossCountry transaction is scheduled for May 19, with the outcome set to determine control of a major mortgage servicing platform.
CrossCountry made its position clear: rejecting its deal would not deliver $12 per share, but instead introduce uncertainty while UWM attempts to negotiate, finance, and secure approvals.
As each side sharpens its case, the decision is increasingly shifting to shareholders — who must weigh certainty against potential upside in one of the mortgage industry’s most closely watched deal fights.
