{"id":49618,"date":"2026-05-01T17:20:01","date_gmt":"2026-05-01T14:20:01","guid":{"rendered":"https:\/\/mk.gen.tr\/uwm-escalates-bidding-war-for-two-with-12-offer-open-letter-to-shareholders\/"},"modified":"2026-05-01T17:20:01","modified_gmt":"2026-05-01T14:20:01","slug":"uwm-escalates-bidding-war-for-two-with-12-offer-open-letter-to-shareholders","status":"publish","type":"post","link":"https:\/\/mk.gen.tr\/en\/uwm-escalates-bidding-war-for-two-with-12-offer-open-letter-to-shareholders\/","title":{"rendered":"UWM escalates bidding war for TWO with $12 offer, open letter to shareholders"},"content":{"rendered":"

UWM Holdings Corp<\/strong>. is pressing its campaign to acquire Two Harbors Investment Corp. <\/strong>(TWO), issuing an open letter to the seller shareholders Thursday evening that details a sweetened proposal that valued the real estate investment trust (REIT) at $12 per share, positioning the bid<\/a> as superior to the pending sale to CrossCountry Intermediate Holdco.<\/strong><\/p>\n

UWM said it has delivered a revised offer that allows Two Harbors investors to elect either $12 in cash per share or 2.3328 shares of UWM Class A common stock, with no cap or proration on the cash election.\u00a0<\/p>\n

The new cash option is 70 cents per share, or just over 6%, higher than the $11.30 per share cash consideration under Two Harbors\u2019 amended merger agreement with CCM announced<\/a> on Tuesday. <\/p>\n

CCM had to increase its offering from $10.80 after an UWM\u2019s unsolicited proposal on April 20.\u00a0CCM founder Ron Leonhardt said the firm is \u201cpot committed\u201d<\/a> to the deal on stage during HousingWire\u2019s The Gathering<\/a> in Austin on Wednesday.\u00a0<\/p>\n

UWM also said it increased a committed unsecured bridge facility from Mizuho Bank <\/strong>to $1.3 billion, up from $1.2 billion in its proposal, to support the higher cash component. The bridge financing has \u201cno ratings trigger, no borrowing-base test, and no market contingency,\u201d it says.<\/p>\n

The lender urged Two Harbors shareholders to press the REIT\u2019s board to declare the UWM proposal a \u201csuperior offer\u201d and to negotiate a merger agreement ahead of Two Harbors\u2019 May 19 special meeting to vote on the CCM transaction.<\/p>\n

UWM\u2019s letter is the latest step in a months-long contest for Two Harbors\u2019 mortgage servicing rights (MSR) platform and origination business.\u00a0<\/p>\n

Two Harbors originally agreed to an all-stock transaction with UWM in December 2025 at the same 2.3328 exchange ratio now back on the table, implying roughly $11.94 per share based on UWM\u2019s stock price at the time, according to the letter. That deal was later terminated when UWM stock fell strongly and Two Harbors pivoted to an all-cash sale to CCM. <\/p>\n

\u201cSince that time, UWMC stock<\/a> has been impacted by short selling, arbitrage activity, global events and, in our view, the actions of your own Board,\u201dthe letter states. \u201cThe intrinsic value of UWMC, however, has not changed; if anything, it has improved. Our 2026 results have tracked the projections we shared with your Board and your financial advisor in connection with the December agreement, and our most recent quarter, the results of which will be made public next week, was better than our expectations.\u201d<\/p>\n

In its letter, UWM accuses Two Harbors\u2019 board of \u201centrenchment\u201d for increasing deal protections and the termination fee payable to CCM after receiving UWM\u2019s competing offer \u2014 from $25.4 million to $50 million \u2014 while only requiring CCM to match the $11.30-per-share cash election UWM had proposed.<\/p>\n

\u201cThey did not negotiate on your behalf with us. Instead, they just had CrossCountry raise the bare minimum to match what is essentially the floor value of our prior offer and then made it harder for UWMC to offer you more value by agreeing to a higher termination fee with CrossCountry,\u201d the letter states.\u00a0<\/p>\n

UWM also questioned the structure of CCM\u2019s financing. Based on \u201cscant public information,\u201d the letter says, UWM believes CCM is relying on an MSR-backed borrowing base facility whose availability at closing would be subject to collateral-value tests and advance-rate volatility. By contrast, UWM argued, its unsecured bridge facility from Mizuho is not tied to MSR collateral and is fully committed for the entire cash election.<\/p>\n

The company said it plans to file a Form 8-K with the Securities and Exchange Commission (SEC) to disclose the full terms of its April 30 proposal and prior April 20 offer, arguing that shareholders \u201cshould not have to rely on the Board\u2019s characterization\u201d of its bid.<\/p>\n

In a note to clients, analysts at Keefe, Bruyette & Woods<\/strong> framed UWM\u2019s amended proposal as a \u201c<\/em>pressure on the TWO board,\u201d which likely increases the probability that CCM matches or improves its offer, particularly given the strategic value of TWO\u2019s MSR platform and the fact that CCM has already raised its bid once.\u00a0<\/p>\n

\u201cWhile we continue to see this transaction as a positive for UWMC, accretion is likely to be fairly neutral given the interest expense related to the deal if 100% of shareholders chose cash (if we assume a roughly 6% cost of funds),\u201d the analysts said.<\/p>\n

CCM declined to comment on this development.<\/p>","protected":false},"excerpt":{"rendered":"

UWM Holdings Corp. is pressing its campaign to acquire Two Harbors Investment Corp. (TWO), issuing an open letter to the seller shareholders Thursday evening that details a sweetened proposal that valued the real estate investment trust (REIT) at $12 per share, positioning the bid as superior to the pending sale to CrossCountry Intermediate Holdco. UWM…<\/p>\n","protected":false},"author":0,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"inline_featured_image":false},"categories":[1],"tags":[],"_links":{"self":[{"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/posts\/49618"}],"collection":[{"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/types\/post"}],"replies":[{"embeddable":true,"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/comments?post=49618"}],"version-history":[{"count":0,"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/posts\/49618\/revisions"}],"wp:attachment":[{"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/media?parent=49618"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/categories?post=49618"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/mk.gen.tr\/en\/wp-json\/wp\/v2\/tags?post=49618"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}