Two Harbors Investment Corp. (NYSE: TWO) announced that its board received an unsolicited proposal to acquire all outstanding shares for $10.70 per share in cash. The proposal also includes payment of a $25.4 million termination fee that TWO would owe to UWM Holdings Corporation (NYSE: UWMC) to exit its existing merger agreement with UWMC.

An ad hoc committee of TWO's board determined the unsolicited proposal could reasonably be expected to lead to a "Company Superior Proposal" as defined in the UWMC merger agreement. The committee has not yet determined whether the proposal is superior to the UWMC transaction and will engage further on definitive documentation.

If the committee ultimately determines a superior proposal has been received, UWMC will have three business days to negotiate with TWO and propose revisions to their existing transaction. The UWMC merger agreement remains in effect, and TWO's board continues to recommend the UWMC transaction without withdrawing or modifying its recommendation.

TWO's special meeting of stockholders regarding the UWMC transaction remains scheduled for March 24, 2026. The company noted there is no assurance the committee will conclude the unsolicited proposal is superior to the UWMC transaction or that any definitive agreement will result from discussions.

TWO is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. The company is headquartered in St. Louis Park, Minnesota. Houlihan Lokey Capital serves as financial advisor to TWO and Jones Day serves as outside legal counsel.