TWO shareholders approve CrossCountry deal, concluding lengthy merger saga

CCM wins the rights to Two Harbors’ coveted MSRs, outlasting bids from rival UWM

TWO shareholders approve CrossCountry deal, concluding lengthy merger saga

CCM wins the rights to Two Harbors’ coveted MSRs, outlasting bids from rival UWM
TWO shareholders approve CrossCountry deal, concluding lengthy merger saga.

After months of uncertainty over whether a blockbuster merger would reach the finish line, shareholders of Two Harbors Investment Corp. (TWO) have approved an acquisition proposal from CrossCountry Mortgage (CCM) that will pay them $12 per share of common stock and a prorated stub dividend if the transaction closes.

Thursday’s vote marks the end of a lengthy bidding battle between CCM and United Wholesale Mortgage (UWM) and a war of words between the leaders of UWM and Two Harbors, which owns RoundPoint Mortgage Servicing and its book of mortgage servicing rights (MSRs).

UWM had offered either $12.50 a share or a default consideration of 2.3328 shares of its parent company’s common stock, but TWO shareholders ultimately followed the recommendation of Two Harbors leadership and gave their blessing to the CCM offer.

“We’re excited about our strategic partnership with Two Harbors, which will bring together TWO’s best-in-class capital markets team, RoundPoint’s servicing and operational expertise, and the unmatched retail origination business we’ve built at CCM, further reinforcing our position as a one-of-one player in the mortgage industry,” a CrossCountry Mortgage spokesperson said in a statement provided to Scotsman Guide.

CCM initially offered $10.70 per share, then upped it to $10.80, which TWO accepted on March 27. That terminated a prior all-stock deal Two Harbors had inked with UWM in December 2025, which was valued at $1.3 billion at the time of signing.

UWM responded with a counterproposal on April 20, which led to a series of escalating per-share bids from CCM and UWM. TWO’s board and management consistently expressed a preference for CrossCountry’s offers, citing “financing, closing, business and credibility risks” to UWM’s proposals and criticizing the default stock component of the wholesale lender’s offers.

UWM claimed TWO leadership was not acting in good faith in favoring the CCM offers, accusing them of “protecting a deal structure that ensures immediate cash payouts for Two Harbors management in the range of $35 million on the date of close instead of negotiating higher value for stockholders,” according to an open letter to TWO shareholders issued May 11.

Amid that process, a spat between UWM and TWO executives spilled out into public view, culminating in strongly worded press releases and the disclosure of a testy email exchange between UWM CEO Mat Ishbia and TWO CEO Bill Greenberg.

“This chapter of the monthslong saga with Two Harbors is now closed,” a UWM spokesperson stated in an email to Scotsman Guide on Thursday. “Throughout this process, our offers were superior, but their Board’s conduct was both inappropriate and consistent with their track record.”

Two Harbors noted in a press release issued after the shareholder vote that 48 of the 53 required state regulatory and agency approvals for the CCM merger have already been received. It expects the transaction to close in August.

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