Two Harbors Accepts Increased Offer from CrossCountry Mortgage
Two Harbors Investment Corp (TWO) has seen its stock price rise by 8.25% as it reaches a 20-day high, reflecting positive market sentiment following recent acquisition developments.
The company has accepted an increased acquisition offer from CrossCountry Mortgage, raising the price from $10.80 to $11.30 per share. This move demonstrates Two Harbors' commitment to enhancing shareholder value amid competitive proposals, particularly from UWMC, which has also made a revised offer. The transaction is expected to close in the third quarter of 2026, providing clarity and confidence to shareholders.
This acquisition news is likely to bolster investor confidence in Two Harbors, as the company navigates through a challenging market environment while focusing on maximizing shareholder returns.
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- Stock Price Movement: Two Harbors (TWO) saw a 3.9% drop in premarket trading on Monday, reflecting market concerns regarding its board's support for CrossCountry Mortgage's all-cash offer of $11.30 per share, indicating investor apprehension about the acquisition's prospects.
- Acquisition Proposal Comparison: The board unanimously rejected UWM Holdings (UWMC)'s blended cash-and-stock offer, which it valued at approximately $10.96 to $11.13 per share, lower than CrossCountry's bid, demonstrating the board's commitment to shareholder interests.
- Issues with UWMC Proposal: UWMC's acquisition proposal lacked committed financing, and its contradictory statements regarding transaction intent raised concerns for Two Harbors' board, who warned that this could exacerbate employee attrition risks, potentially causing irreparable harm to the company's business and shareholders.
- Advantages of CrossCountry Deal: CrossCountry's acquisition proposal features a fixed all-cash price and fully committed financing, with significant progress made in integration planning, and is expected to close in Q3 2026, indicating higher transaction certainty and business continuity.

Investment Deal Closure: Two Harbors Investment Corp's deal is expected to close in the third quarter of 2026.
State Approvals: Over 20 state approvals have been obtained for the investment deal.
- Board Decision: The Two Harbors Investment Corp. board has unanimously rejected a revised proposal from the UWM Corporation.
- Proposal Details: The rejected proposal was aimed at restructuring or altering existing agreements, but the board found it unsatisfactory.

Recommendation for All-Cash Transactions: Two firms have unanimously recommended that all-cash transactions should be adopted across the country.
Response to UWM Holdings: The recommendation comes in response to UWM Holdings, indicating a significant shift in transaction practices.
- Cash Election Increase: UWMC has raised the cash election from $11.30 to $12.00 per share, providing a $0.70 premium over CrossCountry's offer, which is more than a 6% increase, aimed at encouraging TWO shareholders to opt for a higher cash return and thereby enhance shareholder value.
- Enhanced Financing Support: The revised offer from UWMC is backed by a $1.3 billion unsecured bridge facility from Mizuho Bank, ensuring sufficient funding for the cash election without any financing conditions, demonstrating UWMC's strong confidence in the transaction.
- Shareholder Rights Protection: UWMC highlights that the TWO Board has failed to adequately represent shareholder interests by increasing deal protection provisions, resulting in higher termination fees for shareholders, urging them to remind the Board of its fiduciary duty to maximize shareholder value.
- Increased Transparency: UWMC plans to file a Form 8-K to disclose the precise terms of its offer, ensuring shareholders receive unfiltered information and avoiding misleading characterizations by the Board, thereby enhancing shareholder confidence in the transaction.

Financial Support: UWM Holdings Corp has announced a commitment of $1.3 billion in unsecured bridge financing.
Bank Partnership: The financing is being facilitated through a partnership with Mizrahi Tefahot Bank.







