UWM Holdings Responds to Two Harbors' Rejection of Acquisition Proposal
UWM Holdings Corporation (UWMC) responded to the press release issued by Two Harbors Investment (TWO) rejecting UWMC's $12.00 per share acquisition proposal and reaffirming the support of its Board for its $11.30 per share transaction with CrossCountry Mortgage. "The TWO Board's interpretation of the numbers don't reflect the underlying math. UWMC's fully financed $12.00 per share offer is clearly superior to $11.30 and provides a stock option on top of it, and the TWO Board is contorting itself with illogical arguments to suggest otherwise, preventing TWO stockholders from even the opportunity to receive significantly higher value. The TWO Board's arguments about the risks of closing a deal with UWMC are disingenuous, given that this same board already has recommended a transaction with UWMC just months ago, including by highlighting the ability to achieve necessary approvals. Further, UWMC's financing is supported by a committed, unsecured $1.3B bridge facility from Mizuho Bank, Ltd. with no ratings trigger, no borrowing-base test, and no market contingency." Leeter ended: "The actions of the TWO board are egregious and demonstrate it does not deserve TWO stockholder support for an inferior deal. TWO stockholders have one path to a superior value of $12 per share, which is to demand their board engage fairly and openly with UWMC and until then, carefully consider how to vote on the CrossCountry proposed transaction. UWMC is assessing its options to make sure TWO stockholders are able to obtain the value they deserve."
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- Plan Termination: UWMC announced that Mat Ishbia, as controlling owner of SFS Holdings Corp., has terminated its 10b5-1 trading plan effective May 8, 2025, in response to investor feedback for increased public float and trading liquidity.
- Liquidity Increase: The 10b5-1 plan successfully raised the average daily trading volume to over 16 million shares and increased the float by over 135 million shares since June 2025, demonstrating its effectiveness in enhancing market liquidity.
- Shareholder Confidence: SFS Holdings remains UWMC's largest shareholder with approximately 1.3 billion shares, indicating that as a controlling shareholder, it has actively responded to investor demands by selling shares without regard to stock price.
- Market Leadership: UWM Holdings Corporation, as the largest home mortgage lender in the U.S., continues to lead the market through technological innovation and superior client experience, solidifying its position nationwide.
- Cash Acquisition Proposal: UWMC has proposed to acquire Two Harbors at $12.50 per share in cash, which is clearly superior to CCM's offer of $12.00 per share, expected to provide higher returns for shareholders and enhance market competitiveness.
- Shareholder Voting Appeal: UWMC urges Two Harbors shareholders to vote against the CCM merger proposal at the upcoming special meeting, emphasizing that only by voting no can they compel the board to engage in effective negotiations with UWMC to maximize value.
- Transaction Completion Timeline: UWMC states that, barring further obstruction from the Two Harbors board, it anticipates closing the transaction within approximately two months of signing an agreement, showcasing its strong regulatory relationships and market execution capabilities.
- Role as Value Driver: UWMC highlights its critical role in enhancing shareholder value for Two Harbors, noting that without its ongoing acquisition proposals, Two Harbors might have sold for as low as $10.80 per share, underscoring the strategic significance of its offers.
- Merger Agreement Revision: Two Harbors Investment (TWO) has amended its all-cash merger agreement with CrossCountry Mortgage, raising the offer to $12 per share from $11.30, which reflects a compelling outcome for TWO shareholders and one of the highest multiples paid for a mortgage REIT.
- Intensified Competition: This increased bid comes amid a takeover battle with UWM Holdings (UWMC), as CrossCountry had previously raised its offer from $10.80 to $11.30, highlighting the competitive landscape in the mortgage sector.
- Transaction Completion Outlook: The deal is expected to close in Q3, with 35 out of 53 state mortgage licensing approvals already obtained, indicating smooth regulatory progress, while the shareholder vote is scheduled for May 19.
- Shareholder Return Strategy: Prior to the closing of the Two Harbors deal, the company intends to pay regular quarterly dividends consistent with past practices for all completed periods, thereby ensuring stable returns for shareholders and enhancing investor confidence.
- Servicing In-House Progress: UWM Holdings aims to complete the in-house servicing of all loans by the end of this year, eliminating subservicers, which is expected to enhance customer service capabilities and strengthen market competitiveness.
- Revenue Growth Expectations: The company anticipates originating over $1.3 trillion in mortgages over the next five years, with second-quarter gain-on-sale margins expected to remain within current ranges, reflecting confidence in market conditions and sustained growth potential.
- Technology-Driven Innovations: Initiatives like Mia and VantageScore are projected to contribute an additional 20% to 25% in revenue, further driving business growth and increasing market share for UWM.
- Market Competitive Landscape: Despite facing intense competition and uncertain interest rate environments, UWM plans to increase its broker channel market share to 50.1%, demonstrating its ambition and strategic objectives within the industry.
- Quarterly Dividend Announcement: UWM Holdings declares a quarterly dividend of $0.10 per share, consistent with previous distributions, demonstrating the company's ongoing ability to maintain stable cash flows, which is likely to attract more income-seeking investors.
- High Yield: The forward yield of 10.67% not only reflects the company's commitment to shareholder returns but also enhances its appeal in a competitive market, particularly in a rising interest rate environment.
- Strong Financial Performance: UWM Holdings reported a GAAP EPS of $0.09 for Q4 2025, beating estimates by $0.02, with revenue of $901.4M exceeding expectations by $193.52M, showcasing the company's robust performance and growth potential in the market.
- Future Outlook: As the Q1 2026 earnings preview approaches, market interest in UWM Holdings continues to rise, with investors eager to see if the company can sustain its profitability and dividend-paying capacity.
- Profitability Improvement: UWM Holdings reported a Q1 gain margin of 1.23%, exceeding analyst expectations of 1.18%, which is an improvement from 1.22% in Q4 and 0.94% in the same quarter last year, indicating enhanced profitability in a competitive market.
- Strong Revenue Performance: Total revenue reached $901.4 million, surpassing the consensus estimate of $707.9 million, although it declined from $945.2 million in the previous quarter, it showed a 47% year-over-year increase, demonstrating robust revenue growth momentum.
- Loan Origination Stability: Q1 total loan origination was $44.9 billion, falling short of the Visible Alpha estimate of $47.1 billion, yet it remains the second-highest in history, reflecting the company's stable position in the loan market.
- Adjusted Income Growth: Adjusted income stood at $137.2 million, up from $130.6 million in the previous quarter and significantly improved from -$195.3 million a year ago, showcasing effective cost control and profitability measures.









