UWMC Issues Open Letter to TWO Shareholders Regarding Governance Issues
Written by Emily J. Thompson, Senior Investment Analyst
Updated: Jun 04 2026
0mins
Source: Newsfilter
- Governance Issues Persist: UWMC's open letter to TWO shareholders highlights the board's ongoing delays in voting on the merger proposal with CrossCountry, which has failed to secure shareholder approval twice, indicating a disregard for shareholder interests that could further erode shareholder value.
- Superior Proposal Comparison: UWMC's offer of $12.50 per share in cash significantly surpasses CrossCountry's $12.00 proposal, and UWMC is open to negotiating terms through open engagement to ensure maximum value for shareholders, reflecting its commitment to shareholder interests.
- Shareholder Voting Appeal: UWMC urges all TWO shareholders to vote against the CrossCountry merger proposal in the upcoming vote and support UWMC's proposal to secure higher value for shareholders, emphasizing the critical role of shareholders in the decision-making process.
- Commitment to Ongoing Communication: Despite the lack of proactive engagement from the TWO board, UWMC remains willing to engage in good faith discussions to address shareholder concerns, demonstrating its steadfast commitment to achieving a better deal that enhances overall shareholder value.
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Analyst Views on TWO
Wall Street analysts forecast TWO stock price to fall
5 Analyst Rating
1 Buy
4 Hold
0 Sell
Hold
Current: 12.290
Low
10.00
Averages
10.88
High
12.50
Current: 12.290
Low
10.00
Averages
10.88
High
12.50
About TWO
Two Harbors Investment Corp. is a real estate investment trust (REIT) that invests in mortgage servicing rights (MSR), residential mortgage-backed securities and other financial assets. The Company, through its operational platform, RoundPoint Mortgage Servicing LLC, is a servicer of conventional loans. The Company, through its subsidiary, TH MSR Holdings LLC, holds the requisite approvals from Fannie Mae and Freddie Mac to own and manage MSR. Its Agency residential mortgage-backed securities portfolio is comprised of fixed rate mortgage-backed securities backed by single-family and multi-family mortgage loans. Its other assets may include financial and mortgage-related assets other than its target assets, including non-Agency securities (securities that are not issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac), other Agency securities and certain non-hedging transactions that may produce non-qualifying income for purposes of REIT gross income tests.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
Two Harbors Declares Q2 2026 Dividend Amid Merger Plans
- Dividend Declaration: Two Harbors Investment Corp has declared a common stock dividend of $0.34 per share for Q2 2026, payable on July 15, 2026, reflecting the company's commitment to sustainability and earnings potential in a challenging market environment.
- Merger Agreement: The company has entered into a merger agreement with CrossCountry Mortgage, expected to close in August 2026, which could reshape its capital structure and enhance competitive positioning in the mortgage servicing sector.
- Preferred Stock Dividends: Additionally, Two Harbors announced preferred stock dividends for Q2 2026, including $0.5078 for Series A, $0.4765 for Series B, and $0.5651 for Series C, demonstrating a strong commitment to its preferred shareholders amidst ongoing strategic changes.
- Future Outlook: Prior to the merger's completion, Two Harbors intends to continue paying regular quarterly dividends, indicating a strategy focused on maintaining stable cash flow and shareholder returns during the transition period.
See More
UWMC Strongly Opposes TWO's Merger Proposal
- Board Opposition: UWMC criticizes the TWO Board for imposing an unreasonable five-day limit on discussions, which hinders the opportunity to reach a superior deal, reflecting a disregard for shareholder interests that could lead to further loss of shareholder value.
- Lack of Transparency: TWO's refusal to provide updated financial information and restrictions on UWMC's negotiators indicate a reluctance to engage in open, good-faith discussions, potentially undermining shareholder confidence in the merger proposal.
- Shareholder Voting Call: UWMC urges TWO shareholders to vote against the CCM transaction in the upcoming vote, emphasizing that only through pressure on the Board can shareholders prompt actions that benefit their long-term interests.
- Commitment to Ongoing Dialogue: Despite challenges, UWMC remains committed to engaging in open discussions with TWO and is prepared to propose more attractive deal terms, demonstrating its determination to achieve a mutually beneficial transaction.
See More
Two Harbors Reaffirms Support for CCM Acquisition Proposal
- Shareholder Meeting Scheduled: Two Harbors (TWO) has scheduled a special meeting for June 23 to vote on CrossCountry Mortgage's (CCM) all-cash offer of $12.00 per share, demonstrating the company's strong support for this transaction aimed at maximizing shareholder value.
- No New Proposal from UWM: UWM Holdings (UWMC) failed to submit a new acquisition proposal during the waiver period, prompting Two Harbors to reaffirm its support for the CCM offer, reflecting dissatisfaction with UWM's previous proposals, particularly regarding the potential adverse effects on shareholders' choice between cash or stock.
- Unproductive CEO Meeting: Two Harbors' CEO met with UWM's CEO on June 11 to discuss various suggestions, including making cash the default consideration, but UWM did not provide a written new proposal, indicating hesitation in its due diligence process that could affect future transaction progress.
- Market Reaction: In premarket trading on Monday, Two Harbors' stock remained at $12.34 while UWM's stock rose by 2.5%, reflecting market attention on the evolving dynamics between the two companies, especially given UWM's previous proposal valued at $12.50 per share.
See More
UWMC Fails to Submit Proposal; TWO Recommends CCM Transaction
- Proposal Absence: UWM Holdings Corporation (UWMC) failed to submit any proposal during the waiver period granted by TWO, preventing the board from engaging directly, which reflects UWMC's passive stance in negotiations and hinders potential transaction progress.
- Transaction Recommendation: The TWO Board unanimously recommends that shareholders vote in favor of the transaction with CrossCountry Mortgage (CCM) at the special meeting on June 23, 2026, offering $12.00 per share in cash plus a dividend, demonstrating the board's confidence in the deal and commitment to shareholder interests.
- Shareholder Feedback: Following shareholder feedback and ISS's recommendation, the TWO board sought direct engagement with UWMC, but UWMC failed to present a specific proposal during the waiver period, indicating a disregard for shareholder interests and potentially diminishing trust in its future dealings.
- Market Reaction: UWMC's stock price has declined over 50% since December 2025, closing at $2.38 on June 12, leading the board to conclude that UWMC's proposal structure does not serve the best interests of shareholders, thereby highlighting the relative advantages of the CCM transaction.
See More
Two Harbors Postpones Shareholder Meeting to Seek Cash Offer
- Meeting Postponement: Two Harbors (TWO) postponed its special shareholder meeting originally scheduled for Monday to allow for further negotiations with UWM Holdings (UWMC) in pursuit of an all-cash acquisition, demonstrating the company's commitment to shareholder interests.
- Stock Price Increase: In premarket trading on Monday, TWO's stock rose by 1.2% to $12.49, reflecting market optimism regarding the potential outcomes of ongoing acquisition talks, despite the uncertainty surrounding the negotiations.
- Intensifying Acquisition Competition: Since UWM Holdings agreed to acquire TWO in a $1.3 billion all-stock deal last December, the competition for the acquisition has intensified, with CrossCountry's all-cash offer being viewed as more attractive, potentially altering the market dynamics.
- Shareholder Election Risks: TWO highlighted that UWMC's proposal could lead to approximately 25%-30% of shareholders failing to timely elect their compensation form, risking compensation in stock valued at $6.04 instead of cash, which raises further concerns among shareholders regarding the acquisition proposals.
See More
TWO Postpones Special Meeting to June 23 for Further Engagement
- Special Meeting Postponed: TWO has postponed its Special Meeting to June 23, 2026, to allow for further engagement with UWM Holdings Corporation, aiming to address stockholder concerns regarding the transaction and ensure informed voting decisions.
- Stock Price Collapse: UWMC's stock has plummeted to an all-time low of $2.59, significantly below its claimed cash offer of $12.50, leading the TWO Board to view UWMC's stock as unattractive and potentially undermining stockholder confidence in the deal.
- Complex Transaction Structure: UWMC's proposal includes convoluted stock exchange terms, which the TWO Board believes could result in approximately 25-30% of stockholders failing to timely elect cash, thereby potentially receiving devalued stock, further intensifying opposition to the UWMC transaction.
- Increased Financial Risks: UWMC's credit risk and default probability have risen sharply, with Fitch downgrading its credit outlook twice in four months, reflecting deteriorating financial conditions, prompting the TWO Board to insist that any transaction must be an all-cash offer to protect stockholder interests.
See More
Two Harbors Declares Q2 2026 Dividend Amid Merger Plans
- Dividend Declaration: Two Harbors Investment Corp has declared a common stock dividend of $0.34 per share for Q2 2026, payable on July 15, 2026, reflecting the company's commitment to sustainability and earnings potential in a challenging market environment.
- Merger Agreement: The company has entered into a merger agreement with CrossCountry Mortgage, expected to close in August 2026, which could reshape its capital structure and enhance competitive positioning in the mortgage servicing sector.
- Preferred Stock Dividends: Additionally, Two Harbors announced preferred stock dividends for Q2 2026, including $0.5078 for Series A, $0.4765 for Series B, and $0.5651 for Series C, demonstrating a strong commitment to its preferred shareholders amidst ongoing strategic changes.
- Future Outlook: Prior to the merger's completion, Two Harbors intends to continue paying regular quarterly dividends, indicating a strategy focused on maintaining stable cash flow and shareholder returns during the transition period.
See More
UWMC Strongly Opposes TWO's Merger Proposal
- Board Opposition: UWMC criticizes the TWO Board for imposing an unreasonable five-day limit on discussions, which hinders the opportunity to reach a superior deal, reflecting a disregard for shareholder interests that could lead to further loss of shareholder value.
- Lack of Transparency: TWO's refusal to provide updated financial information and restrictions on UWMC's negotiators indicate a reluctance to engage in open, good-faith discussions, potentially undermining shareholder confidence in the merger proposal.
- Shareholder Voting Call: UWMC urges TWO shareholders to vote against the CCM transaction in the upcoming vote, emphasizing that only through pressure on the Board can shareholders prompt actions that benefit their long-term interests.
- Commitment to Ongoing Dialogue: Despite challenges, UWMC remains committed to engaging in open discussions with TWO and is prepared to propose more attractive deal terms, demonstrating its determination to achieve a mutually beneficial transaction.
See More
Two Harbors Reaffirms Support for CCM Acquisition Proposal
- Shareholder Meeting Scheduled: Two Harbors (TWO) has scheduled a special meeting for June 23 to vote on CrossCountry Mortgage's (CCM) all-cash offer of $12.00 per share, demonstrating the company's strong support for this transaction aimed at maximizing shareholder value.
- No New Proposal from UWM: UWM Holdings (UWMC) failed to submit a new acquisition proposal during the waiver period, prompting Two Harbors to reaffirm its support for the CCM offer, reflecting dissatisfaction with UWM's previous proposals, particularly regarding the potential adverse effects on shareholders' choice between cash or stock.
- Unproductive CEO Meeting: Two Harbors' CEO met with UWM's CEO on June 11 to discuss various suggestions, including making cash the default consideration, but UWM did not provide a written new proposal, indicating hesitation in its due diligence process that could affect future transaction progress.
- Market Reaction: In premarket trading on Monday, Two Harbors' stock remained at $12.34 while UWM's stock rose by 2.5%, reflecting market attention on the evolving dynamics between the two companies, especially given UWM's previous proposal valued at $12.50 per share.
See More
UWMC Fails to Submit Proposal; TWO Recommends CCM Transaction
- Proposal Absence: UWM Holdings Corporation (UWMC) failed to submit any proposal during the waiver period granted by TWO, preventing the board from engaging directly, which reflects UWMC's passive stance in negotiations and hinders potential transaction progress.
- Transaction Recommendation: The TWO Board unanimously recommends that shareholders vote in favor of the transaction with CrossCountry Mortgage (CCM) at the special meeting on June 23, 2026, offering $12.00 per share in cash plus a dividend, demonstrating the board's confidence in the deal and commitment to shareholder interests.
- Shareholder Feedback: Following shareholder feedback and ISS's recommendation, the TWO board sought direct engagement with UWMC, but UWMC failed to present a specific proposal during the waiver period, indicating a disregard for shareholder interests and potentially diminishing trust in its future dealings.
- Market Reaction: UWMC's stock price has declined over 50% since December 2025, closing at $2.38 on June 12, leading the board to conclude that UWMC's proposal structure does not serve the best interests of shareholders, thereby highlighting the relative advantages of the CCM transaction.
See More
Two Harbors Postpones Shareholder Meeting to Seek Cash Offer
- Meeting Postponement: Two Harbors (TWO) postponed its special shareholder meeting originally scheduled for Monday to allow for further negotiations with UWM Holdings (UWMC) in pursuit of an all-cash acquisition, demonstrating the company's commitment to shareholder interests.
- Stock Price Increase: In premarket trading on Monday, TWO's stock rose by 1.2% to $12.49, reflecting market optimism regarding the potential outcomes of ongoing acquisition talks, despite the uncertainty surrounding the negotiations.
- Intensifying Acquisition Competition: Since UWM Holdings agreed to acquire TWO in a $1.3 billion all-stock deal last December, the competition for the acquisition has intensified, with CrossCountry's all-cash offer being viewed as more attractive, potentially altering the market dynamics.
- Shareholder Election Risks: TWO highlighted that UWMC's proposal could lead to approximately 25%-30% of shareholders failing to timely elect their compensation form, risking compensation in stock valued at $6.04 instead of cash, which raises further concerns among shareholders regarding the acquisition proposals.
See More
TWO Postpones Special Meeting to June 23 for Further Engagement
- Special Meeting Postponed: TWO has postponed its Special Meeting to June 23, 2026, to allow for further engagement with UWM Holdings Corporation, aiming to address stockholder concerns regarding the transaction and ensure informed voting decisions.
- Stock Price Collapse: UWMC's stock has plummeted to an all-time low of $2.59, significantly below its claimed cash offer of $12.50, leading the TWO Board to view UWMC's stock as unattractive and potentially undermining stockholder confidence in the deal.
- Complex Transaction Structure: UWMC's proposal includes convoluted stock exchange terms, which the TWO Board believes could result in approximately 25-30% of stockholders failing to timely elect cash, thereby potentially receiving devalued stock, further intensifying opposition to the UWMC transaction.
- Increased Financial Risks: UWMC's credit risk and default probability have risen sharply, with Fitch downgrading its credit outlook twice in four months, reflecting deteriorating financial conditions, prompting the TWO Board to insist that any transaction must be an all-cash offer to protect stockholder interests.
See More
