UWMC News & Events

UWMC issued the following statement regarding its proposal to acquire TWO. "The actions by TWO's management and board do not reflect the best interests of their shareholders. The same team that had to settle a $375 million lawsuit this past summer is at it again. TWO's decision appears to be driven more by ego, than by sound judgment. The deal for us was a strategy to acquire their servicing book, not their operations, as ultimately there are no operational efficiencies to gain - UWMs operations are best in class. Unlike TWO's business, which is effectively a melting ice cube, we are in growth mode and will continue to be the market leader for the wholesale channel in support of our broker clients and team members."

TWO (TWO) and CrossCountry Intermediate Holdco, an affiliate of CrossCountry Mortgage, announced that they have entered into a definitive merger agreement pursuant to which CrossCountry will acquire all of the outstanding shares of TWO common stock for $10.80 per share in cash. In connection with entering into the merger agreement with CrossCountry, TWO has terminated its previously announced merger agreement, dated December 17, with UWM Holdings Corporation (UWMC). CrossCountry, on behalf of TWO, agreed to pay the termination fee of $25.4M to UWMC in accordance with the terms of the UWMC merger agreement. TWO's special meeting of stockholders to approve the UWMC merger, which was scheduled to be held on April 7 has been canceled. The combination of CCM, the nation's largest distributed retail mortgage lender, with TWO's mortgage servicing rights portfolio and RoundPoint's mortgage servicing platform, creates a fully integrated mortgage company. Together, the platform spans the full mortgage customer lifecycle - from origination through servicing - driving higher customer retention, recurring revenue streams, and lower customer acquisition costs. Prior to the closing of the merger, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods. TWO does not intend to pay a partial dividend for the quarter in which the closing occurs in the event the closing does not occur as of quarter-end. TWO's common stock dividend is a function of several factors, including sustainability, earnings and return potential of the portfolio, taxable income, impact to book value and the market environment. Under the terms of the agreement, TWO stockholders will receive $10.80 in cash for each share of TWO common stock. Holders of TWO's Series A, Series B and Series C Preferred Stock will have their shares redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock. The TWO Board of Directors has unanimously approved the merger agreement and recommends that TWO stockholders vote to approve the transaction. The transaction is expected to close in the second half of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. The transaction is not subject to any financing condition. Upon completion of the transaction, TWO common stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company, and TWO will become a wholly owned subsidiary of CrossCountry.

TWO (TWO) announced that the ad hoc committee of its Board of Directors following consultation with its financial advisors and outside legal counsel, has determined in good faith that the previously disclosed unsolicited proposal to acquire all of the outstanding shares of TWO common stock constitutes a "Company Superior Proposal" as defined in TWO's previously announced merger agreement with UWM Holdings Corporation (UWMC). The unsolicited proposal, which was made by CrossCountry Mortgage, provides for the acquisition of all outstanding shares of TWO common stock for $10.70 per share in cash, plus payment by CCM of the $25.4M termination fee that TWO would be required to pay to UWMC upon termination of the UWMC merger agreement. TWO delivered notice of the Committee's determination to UWMC on March 21, commencing a match right period expiring at 11:59 a.m. Eastern Time on March 25. During the Match Right Period, UWMC may propose revisions to the UWMC merger agreement for TWO's consideration. If the CCM proposal continues to constitute a "Company Superior Proposal" after the Match Right Period, TWO would be entitled to terminate the UWMC merger agreement. UWMC has proposed revised terms, and TWO and UWMC are in discussions regarding the revised terms. In addition, following the Committee's determination regarding the CCM proposal, TWO received an unsolicited proposal from an additional third party that the Committee has determined could reasonably be expected to lead to a "Company Superior Proposal" under the UWMC merger agreement. The third party has proposed alternative acquisition transactions, including a cash offer of $10.75 per share, plus payment of the $25.4 million termination fee that TWO would be required to pay to UWMC upon termination of the UWMC merger agreement. The UWMC merger agreement remains in effect, and there can be no assurance that this process will result in TWO entering into an amended agreement with UWMC, terminating the UWMC merger agreement, or entering into a definitive agreement with CCM or any other party. In light of these developments, TWO has postponed its Special Meeting of Stockholders to April 7, 2026.