TWO says UWMC failed to submit proposal during waiver period
Two Harbors Investment Corp. (NYSE: TWO) announced that UWM Holdings Corporation (NYSE: UWMC) did not submit a proposal during a waiver period that expired June 12, 2026, at 11:59 p.m.
TWO's board obtained the waiver from CrossCountry Mortgage to engage directly with UWMC on a potential transaction. The board postponed its special meeting from June 11 to June 23, 2026, to allow time for engagement with UWMC.
During the waiver period, TWO invited UWMC to meet directly and offered to consider any proposal UWMC wished to submit. UWMC's CEO scheduled a video call for June 11 but did not provide a written proposal when requested by TWO's chairman.
TWO cited concerns with UWMC's proposal structure, noting that UWMC's most recent proposal would default non-electing stockholders into UWMC stock. Based on UWMC's closing price of $2.38 per share on June 12, 2026, the default consideration had an implied value of approximately $5.55 per share, compared to the $12.50 per share cash election.
UWMC's stock price declined more than 50% from $5.12 per share in December 2025. TWO noted that UWMC's CEO stated during the June 11 call that "no one smart is going to pick UWM stock at the price it's at right now."
TWO's board unanimously recommends stockholders vote for the CrossCountry Mortgage transaction, which offers $12.00 per share in cash plus a stub dividend to all stockholders. The transaction includes a 21% premium to TWO's unaffected share price and is fully financed with binding commitment letters.
The special meeting is scheduled for June 23, 2026. CrossCountry has secured 46 of 53 required regulatory approvals and obtained early termination of the HSR waiting period, with closing targeted for August 2026.
