Editor’s note: This story has been updated to clarify details of UWM’s proposal structure. UWM said its offer is not subject to proration and that all shareholders may elect cash consideration.
Two Harbors Investment Corp. is doubling down on its sale to CrossCountry Mortgage, with its board unanimously reaffirming support for the $11.30-per-share all-cash transaction and directly pushing back on UWM Holdings Corporation’s competing $12-per-share bid.
In a statement released Monday, the board said it “unanimously reaffirms” its recommendation that shareholders approve the CrossCountry deal, describing it as delivering “certain value” compared to what it called UWM’s “uncertain and conditional” proposal.
The response marks the latest escalation in a weeks-long bidding war over control of Two Harbors’ mortgage servicing platform, and comes just days after UWM took its case directly to shareholders with a revised $12-per-share offer that included both cash and stock options.
Certainty Vs. Optionality
Two Harbors’ argument centers on structure and who actually receives the headline price.
The company said CrossCountry’s $11.30 offer provides fixed, all-cash consideration with committed financing, insulating shareholders from market volatility and execution risk.
By contrast, it argued UWM’s proposal — which allows shareholders to elect $12 in cash, 2.3328 shares of UWM stock, or a combination — does not guarantee that outcome for all investors.
Two Harbors said the structure could result in some shareholders receiving stock, particularly if they do not actively select a form of consideration. Based on its ownership profile, the company estimates roughly 25% to 30% of shareholders would receive stock, implying a blended value below CrossCountry’s all-cash offer at recent trading levels.
Board Defends Process Amid UWM Criticism
The statement also addresses UWM’s claim that the board failed to properly engage with its proposal.
Two Harbors said it conducted a thorough review with financial and legal advisors and engaged with UWM before determining the proposal was not superior.
The dispute has increasingly centered not only on price, but on process and fiduciary responsibility, with UWM arguing its higher headline offer warrants shareholder consideration.
Timeline And Execution Risk In Focus
Execution risk — particularly timing — has emerged as a key fault line.
Two Harbors challenged UWM’s ability to close quickly, pointing to the regulatory complexity of transferring mortgage servicing rights, including state-level licensing and approval requirements that typically require advance notice.
The board contrasted that with what it described as a clear path to closing for the CrossCountry transaction, which is expected to be completed in the third quarter of 2026, subject to shareholder and regulatory approvals.
Two Harbors also emphasized that CrossCountry’s offer is backed by fully committed financing, contrasting it with what it characterized as greater uncertainty around UWM’s proposal.
A Deal That Keeps Getting Repriced
The latest exchange builds on a rapidly evolving timeline:
The competing bids reflect broader competition for mortgage servicing rights, a key source of recurring revenue in a volatile rate environment.
Two Harbors made its position explicit, urging shareholders to vote in favor of the CrossCountry transaction.
The board is urging shareholders to vote in favor of the CrossCountry transaction at the company’s May 19 special meeting, even as investors weigh UWM’s competing offer.
The Bottom Line
The dispute has increasingly shifted beyond headline price, focusing on deal certainty, structure, and execution risk — particularly around stock exposure, proration mechanics, and closing timelines.
Two Harbors has now made clear it believes the CrossCountry transaction offers the more reliable outcome. The final decision will rest with shareholders.
