Two Harbors Scraps Uwm Deal, Accepts Cash Bid From Ccm

Two Harbors Investment Corp. (TWO) has terminated its merger agreement with UWM Holdings Corp. and instead agreed to be acquired by rival CrossCountry Intermediate HoldCo in an all-cash deal valued at $10.80 per share. It remains unclear whether UWM will challenge the merger in court.

The revised offer from CrossCountry values the company at approximately $1.13 billion, up from its prior $10.70-per-share bid. The transaction is not subject to any financing conditions. 

The all-cash deal is lower than UWM’s earlier $1.3 billion proposal, which was structured as a stock transaction with a fixed exchange ratio of 2.3328 shares of UWMC Class A common stock for each share of TWO stock.

In response, a UWM spokesperson said TWO’s management team and board are not acting in the best interests of shareholders.

Ron Leonhardt, founder and CEO of CCM, said the acquisition would provide the company with access to TWO’s capital markets platform as well as RoundPoint Mortgage Servicing’s established servicing infrastructure and operational expertise.

“This transaction further solidifies CCM’s position as a one-of-one player in the mortgage market, with the #1 retail origination platform for the third year in a row and the #6 non-bank servicing platform, with over $370 billion in unpaid principal balance.”

According to Inside Mortgage Finance, the deal could elevate CCM to the eighth-largest U.S. mortgage servicer by owned portfolio.

As part of the agreement, CCM will pay the $25.4 million termination fee tied to the prior merger agreement between TWO and UWM, which was signed in December. CCM beat a competing bidder with a $10.75-per-share cash offer and also agreed to pay the termination fee.

A previously rescheduled shareholder vote on the UWM deal, set for April 7 after failing to reach a quorum, has been canceled.

In a statement, UWM criticized the decision: “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. We presented an offer that is higher in value in every respect including a materially accelerated timing relative to the offer they want to accept. The full context will be made public in due course, allowing both shareholders and the courts to evaluate the facts accordingly.” 

Under the CCM agreement, common shareholders will receive $10.80 per share in cash. Holders of Series A, Series B and Series C preferred stock will receive $25 per share, plus any accrued and unpaid dividends, in line with the terms of those securities.

The transaction, which has already received unanimous board approval, is expected to close in the second half of 2026, subject to shareholder approval and other conditions. Houlihan Lokey Capital Inc. is serving as financial advisor to Two Harbors, while Citigroup Global Markets Inc. is advising CCM.