UWM Takes Fight Directly To Shareholders With $12 Bid For Two Harbors
Open letter escalates weeks-long deal battle, challenges board actions, and raises stakes for MSR-driven M&A
UWM Holdings Corporation has taken its pursuit of Two Harbors Investment Corp. directly to shareholders, issuing an open letter Thursday outlining a new proposal offering $12.00 per share in cash, 2.3328 shares of UWMC common stock, or a combination of both.
The revised bid is $0.70 per share higher — more than 6% above CrossCountry Mortgage’s current $11.30 offer — marking the latest escalation in a deal that has drawn competing bids, legal challenges, and shifting terms.
The proposal gives shareholders the option to receive consideration in cash, UWMC stock, or a mix of both, a structure that introduces flexibility not present in the competing offer. In the letter, UWM also argued that Two Harbors’ board failed to engage with its proposal and implemented deal protections that favor management over shareholders.
The latest move comes after weeks of shifting deal terms and competing offers that have repeatedly altered the trajectory of the transaction.
As NMP has reported, the situation has evolved rapidly:
- Two Harbors initially agreed to merge with UWM, but delayed a key shareholder vote to solicit additional proxy support, signaling early challenges in securing approval for the transaction
- Two Harbors subsequently delayed its shareholder vote again as competing offers continued to escalate
- CrossCountry Mortgage then entered with an unsolicited $10.80 per share offer, prompting Two Harbors to terminate its agreement with UWM
- That termination triggered a $25.4 million breakup fee, raising the cost of switching transactions
- Two Harbors’ board determined the CrossCountry proposal constituted a “Company Superior Proposal,” formally shifting the deal path
- A shareholder lawsuit emerged challenging aspects of the proposed sale and related disclosures
- CrossCountry later raised its bid to $11.30 per share, tightening the competitive landscape
Now, UWM is attempting to influence the outcome by appealing directly to investors, and increasing the price.
UWM Challenges Two Harbors Leadership
Beyond price, UWM’s letter takes direct aim at Two Harbors’ board and management, arguing they have not acted in the best interests of shareholders.
According to UWM, certain deal protections and governance provisions tied to the CrossCountry transaction are structured to benefit management at the expense of stockholders, a claim that adds another layer of tension to an already contentious process.
That framing shifts the conversation from purely valuation to fiduciary responsibility, raising the stakes ahead of any shareholder vote.
More Than A Price War
For mortgage professionals, the significance of the deal centers on what Two Harbors actually controls: a sizable mortgage servicing rights portfolio and a securitization platform that ties directly into secondary market execution.
That combination has drawn competing bids not just on price, but on positioning. Both UWM and CrossCountry are effectively bidding on infrastructure, the ability to pair origination with servicing income, and capital markets access in a market where refinance volume remains uneven.
The steady increase in offers suggests that platform value, particularly MSRs, is being repriced in real time.
What To Watch Next
With UWM now offering higher consideration and a mix of cash and stock, the decision shifts back to shareholders, though the pattern of revised bids leaves open the possibility of further movement.
The next phase will hinge less on headline price and more on whether investors favor certainty, structure, or strategic alignment.
Regardless of the outcome, the process itself has reinforced a broader dynamic: scale in the current market is increasingly defined not just by loan production, but by control of servicing assets and secondary market execution.