TWO's Deal Decision
Two Harbors Board Recommends CrossCountry Mortgage Deal as UWMC Engagement Waiver Expires
Two Harbors Investment Corp. (NYSE: TWO) announced on June 15 that its direct engagement window with UWM Holdings (UWMC) has closed empty-handed. The waiver period TWO secured from CrossCountry Mortgage expired at 11:59 p.m. on June 12, 2026 — and UWMC never submitted a written proposal or provided the additional due diligence information TWO requested, according to AP News.
With the window shut, TWO's board is doubling down on its deal with CrossCountry Mortgage (CCM) at $12.00 per share in cash. The stockholder vote is set for June 23, 2026. If approved, the deal is expected to close in August 2026.
How a Bidding War Derailed TWO's Original UWMC Deal
This saga started in December 2025. TWO signed a merger deal with UWMC on December 17, 2025. Then, in March 2026, TWO abruptly terminated that agreement and switched to CCM at $10.80 per share. CCM paid UWMC a $25.4 million breakup fee on TWO's behalf, according to Market Screener.
UWMC came back swinging with unsolicited competing bids. CCM raised its offer to $11.30, then $12.00 per share. UWMC countered with a headline offer of $12.50 per share — payable in cash or 2.3328 UWMC shares. That gap set the stage for everything that followed.
ISS "Against" Vote Forced the Board to Open the Door
On May 12, 2026, proxy advisor ISS recommended that TWO stockholders vote AGAINST the CCM merger. ISS said the board had not "capitalized on the competing bids from UWMC" and that "shareholders would be better off rejecting the proposed transaction." That put the TWO board under enormous pressure, according to Weekly Voice.
Responding to ISS and angry stockholders, TWO got a waiver from CCM on June 8. That waiver lifted the standard "non-solicitation" clause — a rule in most merger deals that stops a company from talking to rival bidders. The waiver gave TWO until June 12 to engage UWMC directly.
UWMC Went Silent — and Its CEO's Own Words Did Not Help
During a June 11 video call with TWO, UWMC CEO Mat Ishbia reportedly said: "No one smart is going to pick UWM stock at the price it's at right now." That comment, cited directly in TWO's June 15 corporate statement, raised red flags about the value of UWMC's own stock offer.
TWO asked UWMC for more due diligence information. UWMC declined. No written proposal arrived before the June 12 deadline. The board concluded it had never found UWMC's bids to be a "superior proposal" under the legal standard required to act on them, according to Market Screener.
The $12.00 Cash Deal vs. the $12.50 Stock Trap
The core risk with UWMC's $12.50 offer is the fine print. TWO estimates 25–30% of stockholders could fail to make a timely election and get "defaulted" into UWMC stock. Based on UWMC's June 12 closing price of $2.38, the default stock package would be worth only $5.55 per share — far below the $12.50 headline number, according to AP News.
CCM's $12.00 all-cash offer carries no such risk. CCM has already secured 46 of 53 required regulatory approvals. The deal represents a 21% premium to TWO's share price on December 16, 2025. TWO stock traded at $12.34 after the waiver expired — signaling the market favors CCM's certainty over UWMC's higher but complicated bid.
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