UWM Holdings Corporation is escalating its challenge to Two Harbors Investment Corp., forcefully pushing back against the board’s defense of its pending sale to CrossCountry Mortgage and reiterating that its $12-per-share offer delivers greater value to shareholders.
In a statement released May 4, UWM called Two Harbors’ latest response “illogical” and argued its proposal is “clearly superior” to the $11.30-per-share all-cash deal the board continues to support, saying the board’s analysis “doesn’t reflect the underlying math.”
The rebuttal comes one day after Two Harbors reaffirmed its unanimous recommendation for the CrossCountry transaction, citing “certain value” and raising concerns about the structure and execution of UWM’s competing bid.
UWM Defends Value
UWM said its offer provides shareholders with a higher headline price and flexibility, allowing investors to elect $12 in cash, 2.3328 shares of UWM stock, or a combination of both.
The company also pushed back on suggestions that its proposal carries greater execution risk, emphasizing that it has fully committed financing in place, including a $1.3 billion facility from Mizuho Financial Group.
UWM said the financing is unsecured and carries no ratings trigger, borrowing-base test, or market contingency, and added that the lender agreed to remove a due diligence condition cited by the Two Harbors board.
It also contrasted that with what it described as limited disclosure around CrossCountry’s financing, arguing that details of that structure remain unclear.
Core Dispute: Value Vs. Certainty
At the center of the exchange is a fundamental disagreement over how the deal should be evaluated.
Two Harbors has emphasized deal certainty and structure, while UWM has focused on its higher headline price and the flexibility of its offer. Two Harbors has also argued that UWM’s structure could result in some shareholders receiving stock depending on how elections are made. UWM’s stock has also been under scrutiny amid the broader discussion of its stock-based offer.
UWM took direct aim at the board’s conclusions, arguing its proposal has been mischaracterized and that shareholders are being denied the opportunity to realize greater value.
The company also criticized the board’s process and stance, accusing it of preventing shareholders from fully considering what it described as a superior offer. UWM has taken its case directly to shareholders, urging them to weigh its proposal ahead of the vote.
UWM said it is “assessing its options” in response to the board’s stance, signaling the potential for further escalation as the May 19 shareholder vote approaches.
The exchange marks the latest turn in a rapidly evolving bidding contest for control of Two Harbors’ mortgage servicing platform:
What’s At Stake
The dispute has moved beyond headline price to a broader debate over value, certainty, and execution — and which bidder is better positioned to deliver.
With a shareholder vote set for May 19, the outcome will determine not only the fate of the transaction, but also who gains control of a significant mortgage servicing portfolio at a time when MSRs remain a critical driver of earnings in a volatile rate environment.
As both sides take their arguments directly to shareholders, the decision may ultimately hinge on how investors weigh certainty against potential upside — and whether the bidding is truly over.
