Editor's Note: This story was updated at 11:15 a.m. ET on June 15 to include UWM's response to Two Harbors' characterization of the companies' recent discussions and the expiration of the waiver period.
Two Harbors Investment Corp. said Monday that UWM Holdings failed to submit a revised acquisition proposal during a special engagement period designed to allow direct negotiations between the companies, prompting the mortgage REIT's board to once again unanimously recommend shareholders approve its pending sale to CrossCountry Mortgage.
The latest development follows months of competing proposals from UWM and CrossCountry for Two Harbors, whose ownership of RoundPoint Mortgage Servicing has made it one of the most closely watched mortgage M&A battles of 2026.
According to Two Harbors, a waiver period negotiated with CrossCountry allowed the company to engage directly with UWM from June 8 through June 12, following pressure from shareholders and a recommendation from institutional proxy advisory firm ISS that the board explore UWM's proposal more fully.
That engagement period has now ended without UWM submitting a new bid. UWM quickly pushed back on that characterization Monday, accusing the Two Harbors board of imposing arbitrary restrictions on negotiations and refusing to consider alternative deal structures that included stock consideration.
"We invited UWMC to meet and engage directly ... offering to consider any proposal UWMC wished to submit," the Two Harbors board wrote in an open letter to shareholders. "UWMC did not submit a proposal."
What Happened During The Waiver Period
Two Harbors said its CEO contacted UWM CEO Mat Ishbia on June 8 and invited him to New York for discussions, offering to engage at any time during the waiver window and expressing willingness to consider any proposal, particularly one that would provide all-cash consideration to shareholders.
According to the board, Ishbia instead scheduled a video call for June 11, one day before the waiver expired.
During that conversation, UWM discussed several possible structural changes to its proposal, including making cash the default form of consideration or modifying election procedures. However, Two Harbors said UWM declined to put a specific proposal in writing when asked to do so.
The board also said UWM indicated it wanted additional diligence, but did not provide specific information requests despite being encouraged to do so.
The waiver period expired at 11:59 p.m. on June 12, with UWM having submitted no revised written proposal. However, UWM argues that the process itself prevented meaningful negotiations from taking place.
UWM Pushes Back
In its response, UWM said Two Harbors had "mischaracterized" discussions between the companies and argued that the board was attempting to steer shareholders toward what it called the "inferior" CrossCountry transaction.
UWM contends that the five-day waiver period was too short to negotiate a revised agreement and said Two Harbors refused to provide updated financial information needed to formulate a new proposal. The company also said it offered multiple alternatives designed to address Two Harbors' concerns about shareholder elections, including changes to the default election mechanism and structures that would guarantee shareholders the higher of cash or stock value.
According to UWM, the Two Harbors board rejected any proposal containing stock consideration despite UWM's willingness to discuss modifications to its existing offer. UWM reiterated its call for shareholders to vote against the CrossCountry transaction and said it remains prepared to continue negotiations.
Why The Structure Still Matters
UWM's most recent proposal offered shareholders a choice between cash and stock, but Two Harbors has repeatedly argued that the structure exposed non-electing shareholders to significant downside risk because stock would be the default consideration.
The board highlighted that UWM shares closed at $2.38 on June 12, which it described as an all-time low. Based on that price, Two Harbors calculated that the default stock consideration would have been worth approximately $5.55 per share compared with the headline $12.50 cash election.
Two Harbors further argued that if as little as 7% of shareholders failed to make a timely election, the overall value of UWM's proposal would fall below CrossCountry's offer of $12.00 per share in cash plus a stub dividend.
The company also reiterated concerns previously raised by its financial advisor about whether a fairness opinion could be provided for a transaction in which the default consideration was worth substantially less than the stated cash alternative.
For mortgage industry observers, the debate highlights the unusual structure that has remained the central obstacle to UWM's bid gaining board approval, despite its higher headline value.
CCM Deal Remains On Track
With no revised UWM proposal on the table, Two Harbors said it remains committed to its agreement with CrossCountry.
The board cited several factors supporting the transaction, including:
- $12.00 per share in cash for all shareholders, plus a pro-rated stub dividend.
- A 21% premium to Two Harbors' unaffected share price prior to UWM's initial approach.
- Financing backed by binding commitment letters.
- Regulatory progress, with 46 of 53 required approvals already secured.
- Early termination of the Hart-Scott-Rodino waiting period.
- An expected closing timeline in August 2026.
What It Means For Mortgage Companies
The announcement represents a setback for UWM's effort to acquire Two Harbors and, by extension, gain control of RoundPoint Mortgage Servicing and its servicing portfolio.
For now, Two Harbors' board appears to have gained stronger footing with shareholders by demonstrating that it engaged directly with UWM after ISS urged further discussions, yet still did not receive a revised proposal.
The next key date is June 23, when Two Harbors shareholders are scheduled to vote on the CrossCountry transaction.
Unless UWM returns with a materially revised offer before then, the board's recommendation remains unchanged: approve the CrossCountry deal.
