Uwm Fails To Submit Revised Bid For Two Harbors, Seller Says

Two Harbors Investment Corp. said in a letter on Monday that UWM Holdings Corp. failed to submit a revised offer to buy the company or request to extend a waiver period to negotiate, leading the seller to urge shareholders to approve its sale to CrossCountry Mortgage (CCM).

The waiver period, obtained after investor feedback and a recommendation from proxy advisory firm Institutional Shareholder Services, expired on Friday. CCM is offering $12 per share in cash, plus a stub dividend, a proposal to be submitted for vote on June 23. UWM had offered $12.50 per share in cash, or if a stockholder chooses, 2.3328 shares of UWMC stock.

With that waiver in place, Two Harbors said its CEO, William Greenberg, invited UWM’s CEO, Mat Ishbia, on June 8 to meet “at any time.” The company also offered to provide additional due diligence and consider any proposal. Ishbia scheduled a video call for Thursday.

During the call, UWM raised concepts including “making cash the default consideration, modifying the election to default a subset of stockholders into cash, or potentially changing the exchange ratio,” Two Harbors said.

But when asked to put a specific proposal in writing, Ishbia said he was unsure whether any proposal would be forthcoming and that UWM would “have to look at this closer,” according to the seller.

Two Harbors said it encouraged UWM to outline additional diligence needs, but UWM did not provide specific requests. The company added that Greenberg responded to subsequent emails from Ishbia and offered additional meetings, which UWM declined to schedule. Advisors to Two Harbors also contacted UWM’s advisors to encourage a revised bid, the letter said.

Two Harbors’ board has reiterated concerns that UWM’s most recent proposal would have defaulted non-electing stockholders into UWM shares rather than cash.

Default stock consideration worth less than half of the cash offer

Based on UWM’s June 12 closing price of $2.38 a share — which Two Harbors noted in the letter was an all-time low and more than 50% below its December 2025 level of $5.12 — the default stock component would have had an implied value of about $5.55 per Two Harbors share. That compares to a stated $12.50 per-share cash election option, making the default stock consideration worth less than half of the cash offer.

Two Harbors said that if just 7% of its investors failed to make an election, a level it called realistic given its shareholder base and typical participation rates, the aggregate value of UWM’s mixed cash-stock proposal would fall below CrossCountry’s bid. The gap would widen further if CrossCountry’s stub dividend is included, according to the company.

“We have been clear with UWMC — publicly, privately and through our advisors — about the board’s concerns with UWMC’s proposal structure,” the board stated in the letter. “Our strong preference for fully financed, all-cash consideration for all stockholders reflects our fiduciary duties to all TWO stockholders and our obligation to evaluate any proposed transaction in its entirety, not just its headline terms.”

The board also pointed to comments made by UWM’s leadership during the negotiation period.

“As UWMC’s own CEO acknowledged during the June 11 call, ‘no one smart is going to pick UWM stock at the price it’s at right now,’” the board said. “We are not aware of any precedent for a transaction where the default stock consideration at signing is worth less than half of the stated cash election price.”