Key facts
- UWM and Two Harbors executives exchanged heated emails disclosed in SEC filings.
- Two Harbors has adjourned its shareholder meeting multiple times, most recently to June 11, 2026, to solicit proxies for its acquisition by CrossCountry Mortgage.
- A shareholder lawsuit alleges Two Harbors' proxy materials misled investors and omitted material information.
- UWM has made a competing offer of $12.50 per share, while CrossCountry's offer is $12.00 per share.
- Two Harbors' board recommends shareholders vote in favor of the CrossCountry deal, citing certainty and cash offer.
- Institutional Shareholder Services recommended voting against the CrossCountry merger.
Executives from United Wholesale Mortgage (UWM) and Two Harbors Investment Corp. (TWO) have engaged in a heated email exchange as Two Harbors seeks shareholder approval for its acquisition by CrossCountry Mortgage (CCM).
Filings with the Securities and Exchange Commission (SEC) reveal that as of June 15, 73% of Two Harbors shareholders had voted, with 54% opposing the CCM deal, raising questions about its viability ahead of the upcoming meeting.
Two Harbors has adjourned its special shareholder meeting multiple times, most recently to June 11, 2026, to continue engaging with stockholders and solicit additional proxies in favor of the CrossCountry transaction. The company's board unanimously recommends shareholders vote in favor of the all-cash deal, citing certainty.
However, UWM, which initially agreed to acquire Two Harbors in an all-stock deal valued at approximately $1.3 billion, has emerged with a competing proposal. UWM's latest offer is $12.50 per share in cash or a mix of cash and stock, compared to CrossCountry's $12.00 per share all-cash bid. UWM has accused Two Harbors executives of prioritizing their own compensation over shareholder value and suggested UWM's offer provides superior value.
Adding to the complexity, a shareholder lawsuit filed by George Assad alleges that Two Harbors' proxy materials misled investors by omitting or mischaracterizing material information, including allegations of management entrenchment and the board's alleged refusal to engage with UWM. The lawsuit seeks to block the CrossCountry merger unless corrective disclosures are made.
Institutional Shareholder Services (ISS) has recommended that Two Harbors stockholders vote against the CrossCountry merger, further pressuring the company and supporting UWM's argument for further engagement.