Bidding War Emerges For Two Harbors As Rival Offer Pressures Uwm

United Holding Corp., the parent of United Wholesale Mortgage (UWM), is facing new competition in its bid to acquire Two Harbors Investment Corp., which may force the company to sweeten its offer for the real estate investment trust (REIT).

A competing bidder has offered $10.70 per share in cash, valuing the company at roughly $1.12 billion based on about 105 million shares outstanding. The bidder has also indicated a willingness to cover the $25.4 million termination fee if Two Harbors walks away from its existing merger agreement with UWM.

Under UWM’s proposal, Two Harbors shareholders would receive a fixed exchange ratio of 2.3328 shares of UWMC Class A common stock for each share of TWO stock, implying a value of $11.94 based on UWMC’s Dec. 16 closing price. 

In total, the deal is valued at about $1.3 billion. A shareholder vote scheduled for Monday failed to reach a quorum, prompting Two Harbors to postpone the meeting to March 24.

A spokesperson for UWM did not immediately reply to HousingWire’s request for comments.

Two Harbors said its ad hoc committee, with input from financial and legal advisors, has not yet determined whether the new proposal qualifies as a “superior proposal,” noting that it remains subject to definitive documentation. If it is deemed superior, UWM would have three business days to revise its offer.

“The ad hoc committee of the board has determined in good faith that the unsolicited proposal could reasonably be expected to lead to a ‘Company Superior Proposal’ as defined in the UWMC merger agreement,” Two said in a statement. 

Despite the competing bid, Two Harbors’ board continues to recommend the UWM transaction and has maintained the rescheduled shareholder meeting.

Analysts at Keefe, Bruyette & Woods said the competing cash offer is roughly in line with, or slightly below, tangible book value. They added that a higher bid from UWM is likely, noting the transaction would remain accretive even at the original price, though estimated accretion could decline to about 5% from 10%.

Shares of Two Harbors rose nearly 11% to $10.57 on Thursday morning following the announcement of the new bid, while UWMC shares climbed 4.34% to $3.72.Houlihan Lokey Capital Inc. is serving as financial advisor to Two Harbors, while Jones Day is acting as legal counsel.