Two Harbors Investment has jilted UWM Holdings at the altar, agreeing to be acquired by CrossCountry Mortgage for $10.80 in an all-cash transaction.
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UWM went into attack mode following the announcement before the market’s opened on Friday morning.
“The actions taken by TWO’s management team and board do not reflect the best interests of their shareholders,” a statement from a company spokesperson said. “What appears to be seller’s remorse — driven by loss of control — does not justify accepting an inferior transaction, disregarding binding contractual obligations or failing to negotiate with us in good faith.”
UWM declared its offer is higher in value in every respect to CrossCountry’s, and included a “materially accelerated timing” relative to the accepted deal.
“The full context will be made public in due course, allowing both shareholders and the courts to evaluate the facts accordingly,” indicating UWM is looking to continue the fight.
The move came just days after
The value of the UWM deal was negatively affected by the declining stock price of the nation’s No. 1 lender. This led Two investors to sit on the sidelines at a scheduled March 16 meeting to vote on the transaction.
As a result,
After the bids were received, Two Harbors again delayed its shareholder meeting to April 7; now that the UWM agreement has been terminated, the meeting was cancelled.
Following Friday’s announcement, UWM opened at $3.53 per share, its previous day’s close, but got as high as $3.58 in morning trading.
However, Two Harbors fell to open at $11.24, 16 cents lower than Thursday’s close; at one point on Friday, it was down to $11.14 per share.
As per its offer, CrossCountry is paying the termination fee of $25.4 million to UWM.
CrossCountry recently announced
“This transaction further solidifies CCM’s position as a one-of-one player in the mortgage market, with the No. 1 retail origination platform for the third year in a row and the No. 6 non-bank servicing platform with over $370 billion in unpaid principal balance,” said Ron Leonhardt, its CEO, in a press release about the Two acquisition.
Two Harbors owns RoundPoint, which has a $162.4 billion servicing portfolio, plus another $40.5 billion in subservicing as of Dec. 31, 2025. For the full year,
Besides the $10.80 per share for the common stock, CrossCountry will pay $25 per share for the Series A, B & C preferred stock.
After the transaction is completed, anticipated in the second half of the year, Two Harbors will delist and become a subsidiary of privately held CrossCountry.
Houlihan Lokey Capital is Two’s financial advisor and Jones Day its legal counsel. Citigroup Global Markets is CrossCountry’s financial advisor and Simpson Thacher & Bartlett legal counsel.
