Announces Postponement of Special Meeting to June 23 to Permit Further Engagement with UWMC
CCM Waives Non-Solicitation Provisions in Merger Agreement to Enable Direct Engagement on Potential All Cash Transaction with UWMC and Resolve Any Lingering Questions for TWO Stockholders
UWMC's Stock Has Collapsed to Its All-Time Low-- Its $12.50 per Share Headline Does Not Tell the Full Story
TWO Board Continues to Recommend CCM's $12.00 per Share All-Cash Offer Plus Stub Dividend
NEW YORK--(BUSINESS WIRE)--June 08, 2026--
Two Harbors Investment Corp. (NYSE: TWO) today announced that its Board of Directors has postponed the Special Meeting to June 23, 2026 to allow for further solicitation and engagement with UWM Holdings Corporation (NYSE: UWMC).
The Board unanimously continues to urge stockholders to vote FOR the transaction with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM").
The $6.04 Reality
UWMC claims to offer "$12.50 per share in cash, or if a stockholder chooses, 2.3328 shares of UWMC stock." This is backwards. In fact, stockholders who fail to make a timely, affirmative election in correct form would get UWMC stock, not cash.
TWO expects approximately 25--30% of stockholders would fail to make timely elections.(1) TWO believes UWMC is counting on that in order to issue devalued stock at the expense of TWO stockholders.
TWO continues to consider the default stock consideration a non-starter and inconsistent with its fiduciary duties to all stockholders, and has communicated this repeatedly. UWMC's stock closed June 5, 2026 at $2.59--a new all-time low. At that price, the UWMC stock that non-electing stockholders would receive by default is worth just $6.04 per share, less than half of its $12.50 headline price.
Keefe, Bruyette & Woods ("KBW") in its June 4, 2026 note about UWMC concluded that the "acquisition of TWO no longer appears compelling if it's largely for cash." They went further, stating that "[a]ny upside would come only if some TWO shareholders default to stock." This explains why UWMC still has not put forth an all-cash offer and, instead, keeps inventing convoluted proposal structures that default to stock: because it appears to be a critical feature of its offer. KBW also noted that a UWMC dividend cut is probable, given that dividends currently exceed earnings.
We Have Been Down This Road Before
In December 2025, TWO signed a merger agreement with UWMC. At announcement, that deal was worth $11.94 per TWO share. Three months later, as UWMC's stock deteriorated to approximately $3.50, the value had collapsed to less than $8.25 per TWO share, approximately 20% below TWO's book value. ISS recommended stockholders vote against the deal. TWO terminated in order to accept a certain, all-cash offer with no stock volatility risk to TWO stockholders.
Now UWMC is back proposing the exact same exchange ratio for the default consideration. But everything else has gotten worse:
-- UWMC stock has fallen 50%, to an all-time low of $2.59, from $5.12 in
December 2025.
-- Reported leverage increased from 2.45x reported for Q3 2025 to 3.18x
reported for Q1 2026, an all-time high, and well above peer levels of
1.0x to 1.5x.
-- Fitch has downgraded UWMC's credit outlook twice in four months, citing
increasing corporate leverage.
-- UWMC credit spreads continue to widen, from 250 bps in December to 460
bps (for the 6.5% of 3/31), which is 185 bps wider than CCM's bonds (6.5%
of 10/30)--nearly the widest gap on record--up from a spread differential
of just 35 bps in December 2025.
-- Bloomberg's Corporate Default Risk Model shows that UWMC has a 1-year
default probability of 5.75%, up from 1.2% on December 16, 2025.
UWMC's own CEO recently said about a transaction with TWO: "If I would have known what I know now about how little value the rest of the company was, I wouldn't have pursued it." The TWO Board agrees--if it had known then what it knows now about UWMC's financial condition and the value of its stock, the Board would not have agreed to UWMC stock as consideration in December either.
The Path Forward Is Clear
Given what it knows now, the TWO Board cannot in good conscience, and consistent with its fiduciary duties, recommend any transaction in which TWO stockholders end up owning stock in UWMC--a controlled company whose stock continues to decline and whose credit risk continues to increase.
The TWO Board has been clear in what it requires: all cash, to all stockholders, no stock component. Fully committed financing to cover the entire $12.50 per share in cash, including all termination and transaction fees, along with definitive documents.
TWO is prepared to engage immediately and directly, CEO and Chairman to CEO and Chairman, to discuss that proposal. CCM has agreed to waive the non-solicitation provisions of its merger agreement through close of business on Friday, June 12, to permit this engagement.
To be clear: the TWO Board has not determined that any UWMC proposal is, or would reasonably be expected to be, superior to the CCM transaction. The postponement of the Special Meeting is intended to provide additional time for solicitation and, if UWMC is prepared to make an actionable all-cash offer with no stock component, to engage with UWMC on its proposal.
If UWMC cannot make that offer, then UWMC should step aside and allow TWO stockholders to vote on the only actionable transaction before them.
The Choice
-- CCM: $12.00 per share in all cash to every stockholder, plus a
pro-rated stub dividend for the quarter in which the transaction closes.
The CCM transaction has no election, no UWMC stock, is fully financed,
has 85% of regulatory approvals secured (46 of 53 state and agency
approvals) and HSR early termination obtained, and is well-positioned to
close in August 2026.
-- UWMC: A non-binding proposal for $12.50, but only if stockholders
affirmatively elect cash. Otherwise $6.04 in volatile stock that has
declined by approximately 50% since December 2025. The UWMC proposal
offers no stub dividend and would restart the regulatory process from
scratch--120-day minimum advance notice after definitive contract signed
for mortgage servicing license approvals. It also has higher credit risk
and default probability than CCM, and UWMC stock just hit a new all-time
low of $2.59.
CCM has made clear: $12.00 plus the stub dividend is its best and final offer. If stockholders reject it, CCM may walk away.
The alternative to CCM is not a better deal. It is no deal at all.
Vote FOR the CCM transaction on the WHITE proxy card on or before June 23.
About TWO
TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN.
FORWARD-LOOKING STATEMENTS
This press release may contain "forward-looking statements," including certain plans, expectations, goals, projections and statements about the proposed CCM transaction, TWO's and CCM's plans, objectives, expectations and intentions, the expected timing of completion of the proposed CCM transaction, the ability of the parties to complete the proposed CCM transaction considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that TWO or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as "project," "predict," "believe, " "expect," "anticipate," "potential," "create," "estimate," "plan," "continue," "intend," "could," "foresee," "should," "would," "may," "will," "guidance," "look," "outlook," "goal," "future," "assume," "forecast," "build," "focus," "work," or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. TWO's ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
(MORE TO FOLLOW) Dow Jones Newswires
June 08, 2026 07:00 ET (11:00 GMT)
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