Two Harbors Investment Corp. said its board committee has determined that CrossCountry Mortgage’s unsolicited acquisition proposal now constitutes a “Company Superior Proposal” under the company’s merger agreement with UWM Holdings Corp., raising the stakes in the contest over the MSR-focused REIT.
The company said CrossCountry’s proposal calls for the acquisition of all outstanding shares of Two Harbors common stock for $10.70 per share in cash, plus payment of the $25.4 million termination fee Two Harbors would owe UWM if it terminates the existing merger agreement.
The Two Harbors bid surfaced less than a week after CrossCountry announced its planned acquisition of Summit Funding, another sign the lender is pursuing growth on multiple fronts
Two Harbors said it delivered notice of that determination to UWM on March 21, 2026, commencing a match-right period that expires at 11:59 a.m. Eastern on March 25, 2026. During that window, UWM may propose revisions to the merger agreement for Two Harbors’ consideration.
According to the company, UWM has already proposed revised terms, and the two sides are in discussions. The merger agreement with UWM remains in effect. A spokesperson for UWM said, “We have proposed revised terms and continue to be in discussions with TWO. We will stay disciplined in our approach.”
The latest disclosure marks an escalation from the company’s prior announcement, when Two Harbors said CrossCountry’s bid could reasonably be expected to lead to a superior proposal but had not yet formally determined that it met that threshold. NMP previously reported that the unsolicited bid put UWM’s transaction at risk and placed the $25.4 million termination fee in play.
The situation became more complicated after Two Harbors said it received another unsolicited proposal from a separate third party. The company said its board committee determined that proposal could also reasonably be expected to lead to a “Company Superior Proposal” under the UWM merger agreement.
That third party proposed alternative acquisition transactions, including a cash offer of $10.75 per share, plus payment of the same $25.4 million termination fee, according to Two Harbors.
In light of the competing proposals, Two Harbors said it has postponed its special meeting of stockholders to April 7, 2026. The meeting had previously been scheduled for March 24, 2026, when shareholders were set to vote on the UWM transaction.
Two Harbors said there can be no assurance the process will result in an amended agreement with UWM, termination of the current merger agreement, or a definitive agreement with CrossCountry or any other party.
Houlihan Lokey Capital Inc. is serving as financial adviser to Two Harbors, and Jones Day is serving as outside legal counsel.
