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TWO postpones shareholder meeting to engage with UWMC on all-cash offer

June 8, 2026 7:02 AM

Two Harbors Investment Corp. (NYSE: TWO) postponed its special shareholder meeting to June 23 to allow further engagement with UWM Holdings Corporation (NYSE: UWMC) regarding a potential all-cash transaction.

TWO's board continues to recommend CrossCountry Mortgage's $12.00 per share all-cash offer plus a stub dividend over UWMC's proposal. The board stated it requires an all-cash offer with no stock component from UWMC to consider any alternative transaction.

UWMC's current proposal offers $12.50 per share in cash for shareholders who affirmatively elect cash, or 2.3328 shares of UWMC stock for those who fail to make timely elections. TWO expects 25-30% of shareholders would fail to make timely elections and receive UWMC stock by default.

UWMC's stock closed at $2.59 on June 5, an all-time low, making the default stock consideration worth $6.04 per share. The stock has declined 50% since December 2025 when it traded at $5.12.

TWO previously terminated a merger agreement with UWMC in March after the deal's value dropped from $11.94 per share at announcement to less than $8.25 per share as UWMC's stock declined.

CrossCountry Mortgage has waived non-solicitation provisions in its merger agreement through June 12 to permit direct engagement between the companies. The CrossCountry transaction has obtained 46 of 53 required state and agency approvals and HSR early termination.

UWMC's reported leverage increased from 2.45x in Q3 2025 to 3.18x in Q1 2026. Fitch has downgraded UWMC's credit outlook twice in four months, and Bloomberg's Corporate Default Risk Model shows UWMC has a 1-year default probability of 5.75%, up from 1.2% in December 2025.

The information is based on a company press release statement.

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