UWM Accuses Two Harbors Of 'Smoke And Mirrors' After CrossCountry Dividend Disclosure

UWM Holdings announced an agreement to acquire Two Harbors Investment Corp. in an all-stock transaction valued at approximately $1.3 billion. The deal was framed around long-term borrower retention, with UWM positioning the acquisition as a way to own the mortgage servicing infrastructure behind its loan volume. Read the full story.

Two Harbors postponed its scheduled shareholder vote on the UWM merger, citing insufficient proxy support to ensure passage. The delay signaled early cracks in confidence around the original deal. Read the full story.

CrossCountry Mortgage submitted an unsolicited competing bid for Two Harbors, immediately activating the $25.4 million breakup fee embedded in the UWM merger agreement. The move put the original deal at risk and opened the door to a full bidding contest. Read the full story.

The Two Harbors board formally determined that CrossCountry’s offer constituted a “Superior Proposal” under the terms of the UWM merger agreement. This triggered a contractual negotiation window giving UWM the right to revise its bid before the board could legally switch its recommendation. Read the full story.

Two Harbors terminated its merger agreement with UWM and signed a new deal with CrossCountry Mortgage at $10.80 per share in cash. The $25.4 million breakup fee was triggered and paid to UWM. CrossCountry’s all-cash offer carried board recommendation and a signed merger agreement. Read the full story.

A Two Harbors shareholder filed suit challenging the proposed CrossCountry acquisition, alleging the board failed in its fiduciary duty to maximize shareholder value. The lawsuit added legal complexity to a deal already facing intense scrutiny from the competing UWM interest. Read the full story.

CrossCountry amended its merger agreement with Two Harbors, increasing the per-share cash price to $11.30. The move came amid growing pressure from UWM’s continued pursuit of the company and was intended to reinforce shareholder support ahead of the scheduled vote. Read the full story.

UWM bypassed the Two Harbors board entirely and went public with a $12.00 per share offer addressed directly to shareholders. The bid — non-binding and structured as cash or stock — was framed as a clear alternative to the CrossCountry deal, which was then priced at $11.30. UWM noted that its default stock consideration was worth approximately $8.26 per share based on May 4 prices. Read the full story.

Despite UWM’s $12 per share offer, the Two Harbors board stood by its recommendation of the CrossCountry deal. The board cited regulatory certainty, deal structure, and CrossCountry’s all-cash terms as reasons to favor the signed agreement over UWM’s non-binding proposal. Read the full story.

UWM fired back at the Two Harbors board’s defense of the CrossCountry deal, publicly calling the board’s financial analysis “illogical.” The escalating rhetoric signaled that UWM intended to keep pressure on shareholders directly rather than accept the board’s recommendation and stand down. Read the full story.

CrossCountry issued a public response to UWM’s attacks, defending its $11.30 all-cash offer and reaffirming confidence in completing the acquisition. CrossCountry emphasized regulatory progress and the certainty of its signed, board-recommended merger agreement versus UWM’s non-binding proposal. Read the full story.

CrossCountry Mortgage amended its merger agreement to increase its offer to $12.00 per share in cash — matching UWM’s non-binding bid dollar for dollar. The move leaves CrossCountry with the structural advantages: an all-cash offer, a signed board-recommended agreement, and roughly half of the required 53 regulatory approvals already secured, with a target close date of August 2026. With the shareholder vote set for May 19, CrossCountry is betting price parity combined with deal certainty tips the outcome in its favor. Read the full story.

Just days after CrossCountry matched its $12.00 offer, UWM raised its bid to $12.50 per share — a 50-cent increase announced before markets opened on Monday, May 11. Shareholders may elect either $12.50 in cash or 2.3328 shares of UWMC stock per Two Harbors share, with no cap or proration on the cash option. UWM also released an open letter sharply criticizing the Two Harbors board for refusing to engage directly with the company despite multiple revised proposals. The announcement comes eight days before the scheduled May 19 shareholder vote. Two Harbors stock was trading above both offers at the time of the announcement, reflecting ongoing deal speculation. The board has not yet responded to the revised proposal. Read the full story.

Institutional Shareholder Services (ISS), one of the most influential proxy advisory firms, recommended that Two Harbors shareholders vote against the pending CrossCountry merger at the May 19 special meeting. ISS raised concerns about deal valuation and questioned whether the Two Harbors board’s sales process adequately maximized shareholder value — echoing arguments UWM had been making for weeks. The firm wrote that its review of the process did not give shareholders “reason to be fully comfortable with the board’s approach,” pointing specifically to how competing bids were evaluated. The ISS recommendation, alongside a similar recommendation from Glass Lewis, handed UWM a significant third-party validation just six days before the vote. Read the full story.

The Two Harbors board unanimously rejected UWM’s revised $12.50/share proposal in a sharply worded statement released Wednesday, describing the bid as “illusory, predatory, and unactionable.” The board’s central criticism: UWM advertises $12.50 in cash while making UWM stock — valued at approximately $7.58 per share based on May 12 closing prices — the default consideration for any shareholder who fails to make a timely election. The board also pushed back on UWM’s conflict-of-interest accusations, stating that no board members are expected to remain with either combined company and that no employment discussions have taken place. Two Harbors noted that 35 of the 53 required regulatory approvals for the CrossCountry deal had already been obtained. The board reaffirmed its recommendation to vote in favor of the CrossCountry transaction at the May 19 special meeting. Read the full story.

CrossCountry announced that Two Harbors shareholders would receive a pro-rated dividend for the quarter in which the acquisition closes — an addition the company valued at up to $0.34 per share — on top of the existing $12.00/share merger consideration. The move was a direct response to UWM’s $12.50 bid and an attempt to close the headline price gap with additional cash value while preserving CrossCountry’s structural advantages: a signed, board-recommended, all-cash deal with 35 of 53 regulatory approvals already secured. The announcement came as both ISS and Glass Lewis had already recommended shareholders vote against the CCM merger, and with the May 19 vote four days away. Read the full story.

UWM wasted no time responding to CrossCountry’s dividend announcement, calling Two Harbors’ framing a “smoke and mirrors ploy.” UWM’s argument: the $0.34 second-quarter dividend being touted as added value under the CrossCountry deal would be payable to Two Harbors shareholders regardless of which acquirer prevailed — making the comparison misleading. “An apples-to-apples comparison reveals UWMC’s offer is still superior,” the company said. The volley came hours after CrossCountry’s announcement, with the May 19 shareholder vote now just four days away. Both ISS and Glass Lewis have recommended a vote against the CrossCountry deal. UWM’s $12.50 cash offer remains non-binding; CrossCountry’s $12.00 all-cash deal remains signed and board-recommended. Read the full story.