UWM Holdings Corporation (NYSE: UWMC) has issued a compelling open letter to the stockholders of Two Harbors Investment Corp. (NYSE: TWO), outlining a new proposal that significantly increases the cash offer to $12 per share. This move comes as a direct challenge to Two Harbors’ existing agreement with CrossCountry Mortgage, which was recently amended to raise its cash consideration to $11.30 per share.

In the letter dated April 30, 2026, UWM presents its proposal as a superior alternative, emphasizing the potential benefits for Two Harbors shareholders. The letter aims to provide transparency to stockholders, who UWM believes may not be receiving the complete picture from their Board of Directors.

2. Key Features of UWM's Revised Offer

Increased Cash Election and Stock Options

UWM's revised offer includes several attractive features for Two Harbors stockholders:

Cash Election Raised to $12.00: The cash election has been increased from $11.30 to $12.00 per share, providing a $0.70 premium or more than a 6% increase over CrossCountry’s offer.

Choice of Stock or Cash: Stockholders have the option to receive either $12.00 in cash or 2.3328 shares of UWMC Class A common stock, allowing for potential upside while ensuring a value certain for those opting for cash.

Flexible Election Period: Shareholders can elect their preferred option until shortly before the closing of the transaction.

Strong Financial Backing

UWM also highlighted their financial capacity to support this enhanced offer:

Increased Financing Commitment: The company has secured a committed, unsecured bridge facility from Mizuho Bank, Ltd. that has been raised from $1.2 billion to $1.3 billion. This facility is free from any ratings triggers or market contingencies, ensuring the cash election can be fully funded.

3. Criticism of Two Harbors’ Board

In the letter, UWM accuses the Two Harbors Board of not acting in the best interests of their stockholders and of implementing deal protections that primarily benefit themselves. UWM argues that the Board's actions, including increasing the termination fee from $25.4 million to $50 million, hinder stockholder value maximization and limit UWM's ability to present a better offer.

Allegations of Misleading Information

UWM contends that the Board has mischaracterized their April 20 proposal and has not adequately disclosed pertinent information regarding the CrossCountry transaction. For instance, it claims that the financing backing CrossCountry’s offer relies on an MSR-backed borrowing-base facility, which is subject to volatility and collateral value tests, making it less stable compared to UWM’s financing.

4. Call to Action for Two Harbors Stockholders

UWM is urging Two Harbors stockholders to take action:

Engagement with the Board: Stockholders are encouraged to communicate with the Two Harbors Board, pushing for negotiations with UWM to finalize a merger agreement that reflects the higher value offered.

Informed Voting: With a special meeting scheduled for May 19, 2026, UWM emphasizes the importance of considering their superior proposal when deciding how to vote.

5. Conclusion

UWM Holdings Corporation has positioned its latest proposal as a compelling alternative for Two Harbors stockholders, emphasizing increased cash consideration, flexible options, and strong financial backing. As the upcoming special meeting approaches, the focus will be on whether the Two Harbors Board will engage with UWM’s offer or continue to pursue its agreement with CrossCountry. UWM's open letter serves as a strategic communication aimed at rallying stockholder support in hopes of facilitating a transaction that they believe is in the best interests of Two Harbors shareholders.

Original press release