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UWMC urges Two Harbors shareholders to reject CrossCountry deal

May 18, 2026 10:00 AM

UWM Holdings Corporation (NYSE: UWMC) urged Two Harbors Investment Corp. (NYSE: TWO) shareholders to vote against the proposed merger with CrossCountry Mortgage at a special meeting scheduled for May 19, 2026.

UWMC's competing proposal offers $12.50 per share in cash, with an option for shareholders to receive 2.3328 shares of UWMC stock instead. The company stated this exceeds the CrossCountry deal value of $12.00 per share after adjusting for an interim dividend.

Three independent proxy advisory firms - Institutional Shareholder Services, Glass Lewis and Egan-Jones - recommended shareholders vote against the CrossCountry transaction. Glass Lewis questioned whether executives' compensation packages, totaling approximately $35 million in golden parachutes, influenced their decision-making.

UWMC said it secured financing through an unsecured bridge facility from Mizuho without financing conditions, ratings triggers or market contingencies. The company stated it could close a transaction within approximately two months of signing an agreement.

The voting deadline for UWMC's blue proxy card is 11:59 p.m. Eastern Time on May 18, 2026. Shareholders can change previously submitted votes by submitting the blue proxy card or attending the special meeting.

Two Harbors has not publicly responded to UWMC's latest statements. UWMC filed a definitive proxy statement with the Securities and Exchange Commission on May 14, 2026, to solicit votes against the CrossCountry merger.

UWMC described itself as the largest wholesale mortgage lender in the United States, operating exclusively through the wholesale channel for 11 consecutive years.

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Corporate News Mergers and Acquisitions

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