UWMC · UWM Holdings Corporation

UWM Holdings Corporation escalated its pursuit of Two Harbors Investment Corp. by publicly disclosing a revised acquisition proposal on April 30, 2026, directly addressing Two Harbors stockholders via an open letter and a formal letter to the board. The April 30 Offer raises the cash election to $12.00 per share—a $0.70 premium over CrossCountry Mortgage's recently amended $11.30 all-cash deal—while retaining the 2.3328 share exchange ratio from the previously terminated December 2025 merger agreement. This structure provides Two Harbors common stockholders full optionality on a share-by-share basis, with no caps or proration, allowing cash-preferring investors value certainty and stock electors participation in the combined entity's upside. Financing certainty is enhanced via Mizuho's upsized $1.3 billion unsecured bridge facility, free of ratings triggers, borrowing-base tests, or market contingencies, contrasting CrossCountry's MSR-backed facility subject to collateral volatility. UWMC positions the offer as superior in value, execution speed (2-3 months post-signing vs. CrossCountry's Q3 2026 target), and regulatory readiness, leveraging prior work under the terminated agreement. The filing accuses Two Harbors' board of fiduciary lapses, including mischaracterizing prior April 20 proposal terms, failing to engage, and entrenching via doubled termination fees ($50 million) and added closing conditions in the April 28 CrossCountry amendment. UWMC urges stockholders to pressure the board to deem it a 'Company Superior Proposal' under the CrossCountry merger agreement ahead of the May 19 special meeting vote, signaling potential litigation over alleged breaches. This public campaign heightens M&A competition, pressuring Two Harbors' board and potentially elevating shareholder value amid the bidding war.