UWMC Issues Superior \$12 Offer to Two Harbors Shareholders, Challenges Board Conduct

Key Highlights from UWMC’s Open Letter and Its Implications for Investors

Summary of the Event

UWM Holdings Corporation (UWMC) has publicly issued a detailed open letter to the shareholders of Two Harbors Investment Corp. (NYSE: TWO), outlining a revised acquisition proposal. This move comes amidst an ongoing bidding war with CrossCountry Mortgage for the acquisition of Two Harbors. UWMC’s new offer is positioned as clearly superior, both in value and structure, and directly challenges the actions and motives of the Two Harbors Board.

Key Points for Investors

• UWMC’s Amended Offer:
  • Cash Offer Raised to \$12 per Share: UWMC is now offering Two Harbors shareholders the option to receive \$12.00 in cash per share—\$0.70 per share (over 6%) higher than CrossCountry’s amended offer of \$11.30.
  • Uncapped Stock Option: Shareholders can alternatively choose to receive 2.3328 shares of UWMC common stock per Two Harbors share, with no cap, proration, or forced allocation on either choice.
  • Certainty of Financing: The offer is fully backed by a committed, unsecured \$1.3 billion bridge facility from Mizuho Bank, Ltd., up from \$1.2 billion, with no ratings trigger, borrowing-base test, or market contingency.
• Critique of Two Harbors Board Actions:
  • UWMC accuses the Two Harbors Board of not negotiating in shareholders’ best interests and instituting protective provisions that benefit management at the expense of shareholders.
  • The Board is said to have increased deal protections for CrossCountry, including doubling the termination fee from \$25.4 million to \$50 million, making it costlier for UWMC to make a competing offer.
  • The Board allegedly failed to fully disclose the details of UWMC’s prior and current offers to shareholders.
• Transparency and Shareholder Empowerment:
  • UWMC will file a Form 8-K with the SEC to make the full terms of its offers public, urging shareholders to review the actual documentation rather than rely solely on the Board’s characterization.
  • UWMC is encouraging shareholders to contact the Two Harbors Board, demand good-faith negotiations, and consider voting against the CrossCountry transaction at the upcoming special meeting scheduled for May 19, 2026.
• Comparison with CrossCountry Proposal:

  UWMC (April 30, 2026)	CrossCountry (April 28, 2026)
  \$12.00 per share cash OR 2.3328 UWMC shares per share (no cap, choice is unfettered)	\$11.30 per share cash (no stock or upside option)
  \$1.3B committed, unsecured financing	MSR-backed borrowing base, details not publicly disclosed, subject to collateral/market risk
  Closing: 2–3 months from signing (target Q3 2026)	Targeted Q3 2026
  Termination fee: Not specified, but no increase from prior terms	Termination fee nearly doubled to \$50M

• Potential Legal Actions: UWMC says it is “actively considering litigation options” due to what it sees as willful breaches of contract, fiduciary duty, and other tortious conduct by Two Harbors’ management and Board.
• Upcoming Catalysts:
  • Two Harbors special meeting on May 19, 2026, where shareholders will vote on the CrossCountry transaction.
  • UWMC’s latest quarterly financials are expected to be released next week, with performance indicated as “better than expectations.”

Investor Considerations and Price Sensitivity

• This announcement is highly price sensitive for both UWMC and Two Harbors shares:
  • The increased cash offer and the flexibility for shareholders to choose either cash or stock without proration or caps enhances the attractiveness of UWMC’s bid.
  • The public challenge to the Board’s conduct, threat of litigation, and allegations of entrenchment could influence how investors view governance risk and the likelihood of deal completion.
  • Disclosure of committed financing and comparison to CrossCountry’s less transparent funding structure could affect shareholder confidence in deal certainty and value realization.
• Shareholder Action: UWMC is urging shareholders to demand the Board engage with its superior proposal and to carefully consider their vote at the upcoming special meeting.

About UWM Holdings Corporation

UWM Holdings Corporation (UWMC), based in Pontiac, Michigan, is the parent of United Wholesale Mortgage, the nation’s largest home mortgage lender. UWM operates exclusively through the wholesale channel, holding the top spot for 11 consecutive years and leading in purchase mortgage lending. The company is known for its proprietary technology platforms and strong broker partnerships, originating conforming and government loans nationwide.

Legal and Regulatory Considerations

• The communication is not an offer to buy or sell securities and is subject to SEC rules. Investors are advised to read all relevant proxy statements and filings when available.
• Information regarding the directors and executive officers of UWMC is available through SEC filings, including the 2026 Proxy Statement and latest Form 10-K.

Disclaimer: This article is for informational purposes only and does not constitute investment advice, an offer, or a solicitation to buy or sell any securities. The information herein is based on publicly available filings and statements. Investors should review all official documents, including SEC filings, and consult their financial advisors before making any investment decisions. The situation described involves ongoing negotiations and potential litigation, and actual outcomes may differ materially from those described or implied.

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