The war of words between Two Harbors Investment Corp. (TWO) and the parent company of United Wholesale Mortgage (UWM) continued Monday, with TWO calling out the wholesale lender for not submitting a revised merger proposal during a waiver period that expired Friday and UWM accusing TWO of “mischaracterizing discussions.”
Two Harbors, which owns RoundPoint Mortgage Servicing’s big book of mortgage servicing rights, continued to press shareholders to vote in favor of an acquisition offer submitted by CrossCountry Mortgage (CCM) on May 8, which would provide TWO stockholders with $12 in cash for every share of common stock they own.
That “best and final offer” from CCM followed a protracted bidding war after TWO terminated an all-stock agreement with UWM on March 27 amid concerns about its flagging stock price. TWO subsequently rejected a series of counterbids by UWM, citing “financing, closing, business and credibility risks.”
In an open letter to stockholders released Monday, TWO continued to criticize the deal structure of UWM’s latest bid, which would provide either $12.50 per share in cash or a default of 2.3328 shares of UWM Holdings Corp. (UWMC) common stock.
“Based on the closing price of UWMC Class A Common Stock on June 12, 2026, of $2.38, an all-time low, this default consideration had an implied value of approximately $5.55 per share, less than half of the $12.50 per share cash election,” Two Harbors wrote.
TWO also blasted UWM’s CEO, Mat Ishbia, for allegedly balking on putting a specific offer in writing following a June 11 meeting in which he proposed “making cash the default consideration or modifying the election to default a subset of stockholders into cash, or potentially changing the exchange ratio,” according to TWO.
Two Harbors also claimed that Ishbia declined to provide specific due diligence requests and declined to schedule any additional meetings despite the June 12 waiver deadline.
UWM fired back roughly four hours later in a press release, calling the five-day waiver period “arbitrary” and an “intentionally unreasonable time period.”
“The TWO Board restricted who from UWMC could take part in negotiations, ‘summoned’ our CEO to New York on short notice and declined an open invitation to come to Michigan,” the Pontiac, Mich.-based lender wrote.
UWM also claimed that TWO refused to provide updated financial information as part of the talks with Ishbia and “categorically ruled out any form of stock as part of the merger consideration,” even though UWM offered “multiple alternative consideration structures to address TWO’s concerns, including adjustments to the default election to cash or providing a ‘higher of cash or stock’ consideration for the stockholders whom TWO is concerned will not make an affirmative selection.”
The wholesale lender added: “If TWO will engage in true good faith discussions, there is no reason we cannot reach an agreement quickly.”
CCM, for its part, has maintained radio silence since May 28, when it declared its $12 per share offer to be final.
“This represents the highest premium paid for a mortgage-REIT,” CCM said of the $12 offer, which also includes a prorated dividend pledge. “CCM will not pursue a deal at all costs; there are other strategic alternatives available.”
Two Harbors has delayed a special stockholder meeting to vote on the CCM proposal on multiple occasions. It is currently scheduled to be reconvened on June 23.
