Lending giant UWM Holdings Corporation (UWM) has cranked up the pressure on Two Harbors Investment Corporation (TWO), raising its acquisition bid to $12.50 per share in an attempt to derail a competing deal with CrossCountry Mortgage and push the Two Harbors board back to the negotiating table.
In an open letter to Two Harbors stockholders, UWM criticized the board’s lack of engagement, claiming directors are prioritizing management compensation over shareholder value.
The letter states, “Despite the silence we have been met with from the TWO Board, today we will be submitting a new, revised proposal to the TWO Board that increases the cash consideration to $12.50 per share while preserving the ability to elect for the 2.3328 stock exchange ratio for those stockholders that want stock consideration.”
This represents the latest in a series of escalating offers from UWM, moving from $11.30 to $12 and now to $12.50.
Adding more fuel to the fire ahead of the May 19 shareholders’ vote, Proxy advisory firm Institutional Shareholder Services (ISS) is recommending that Two Harbors shareholders vote against the company’s proposed merger with CrossCountry Mortgage.
Two Harbors initially accepted UWM’s deal and then backed out. During UWM’s Q4 2025 earnings call in late February of this year, UWM Chief Financial Officer Rami Hasani noted that the company’s acquisition of the investment firm Two Harbors was still underway.
UWM’s merger with Two Harbors was announced December 17, and CrossCountry, on behalf of Two Harbors, agreed to pay the termination fee of $25.4 million to UWM, in March.
UWM raised the bid to $12 on April 30 in an open letter to shareholders.
“We have an expeditious path to completion,” UWM Corporate Secretary Adam Wolfe wrote in the open letter. “Absent further sabotage by the TWO Board or management, we intend to close a transaction within approximately 2 months of signing an agreement, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO,” reads the letter.
Two Harbors shareholders vote May 19 on the CrossCountry deal, and UWM is urging them to vote no and force the board back to the negotiating table.
“The Only Way For TWO Stockholders To maximize value is to VOTE NO at the special meeting,” the letter states.
During the company’s Q1 2026 earnings call with investors last week, they touched on the Two Harbors deal.
Touching on the strategic value Two Harbors brings, CEO Mat Ishbia said the company values Two Harbors’ servicing book but has no interest in its current management team.
“We don’t see as much value in their management,” Ishbia said during the earnings call. “I think their team members there, when we met, some of their people are very good, but their leadership team we were not as impressed with.”
Ishbia suggested that the board’s refusal to engage in UWM’s offer stems from management’s concerns about job security, noting that the company’s stockholders are great but “their board and their management team doesn’t have any value to us, so now they’re trying to do anything they can to potentially go with someone else so that they have jobs and sustainability.”
