UWM Holdings Corporation is once again intensifying its campaign against Two Harbors Investment Corp. and its proposed sale to CrossCountry Mortgage, urging shareholders to reject the transaction at the rescheduled May 28 special meeting.
UWM issued a statement Friday, accusing the Two Harbors board of “egregious corporate governance” after the REIT formally rejected UWM’s latest competing bid and reaffirmed support for the CrossCountry transaction.
The latest escalation comes just days after Two Harbors postponed its original May 19 shareholder vote to May 28 amid mounting legal and shareholder pressure surrounding the deal process.
UWM’s current proposal values Two Harbors at $12.50 per share in cash or 2.3328 shares of UWMC stock, topping CrossCountry’s existing $12-per-share all-cash agreement by 50 cents per share. UWM has repeatedly argued its proposal offers both higher immediate value and potential upside through stock consideration.
The fight has increasingly shifted from valuation alone to governance, financing credibility, and the future strategic value of Two Harbors’ mortgage servicing platform, including subsidiary RoundPoint Mortgage Servicing.
UWM continues to claim that the Two Harbors board “refused to engage” on its May 11 proposal and argues that shareholders are being denied the opportunity to consider what it characterizes as a superior bid.
The company also continued pushing back against concerns raised by Two Harbors regarding financing certainty and regulatory risk. UWM reiterated that its proposal is backed by what it describes as a committed unsecured bridge facility from Mizuho Financial Group and is not subject to customary financing conditions.
The public proxy battle has already drawn scrutiny from major shareholder advisory firms. Earlier this month, both ISS and Glass Lewis recommended that shareholders vote against the CrossCountry transaction, citing concerns that the Two Harbors board may not have maximized shareholder value given UWM’s competing proposal.
ISS specifically questioned whether the sales process adequately accounted for the higher-value UWM proposal and also opposed related compensation and adjournment proposals tied to the transaction.
Two Harbors, however, has continued to stand behind the CrossCountry agreement, previously describing UWM’s offer as “illusory, predatory, and unactionable.” The board has argued the CrossCountry deal provides greater closing certainty and fewer execution risks.
The battle just increasingly reflects broader strategic tensions around servicing assets, mortgage distribution channels, and consolidation across wholesale and retail lending platforms.
Beneath the public fight over valuation and governance sits the real strategic prize: RoundPoint’s servicing platform and its MSR portfolio, assets that remain critically important in today’s mortgage market. That reality is increasingly shaping the tone and intensity of the battle on both sides.
Two Harbors shareholders are scheduled to vote on the CrossCountry transaction on Thursday, May 28.
