CCM raises Two Harbors offer to $12 to fend off UWM

CrossCountry Mortgage (CCM) once again raised its bid for Two Harbors Investment Corp., matching UWM Holdings Corp.’s rival offer.

The companies amended their agreement to increase the all-cash consideration to $12 per share, up from $11.30, as the mortgage REIT’s board continues to recommend the deal. The negotiations with CrossCountry Intermediate Holdco, an affiliate of CCM, include $3.4 billion of committed financing: a $2 billion secured facility and a $1.4 billion unsecured commitment from Citi.

The new price represents a 70-cent increase from the $11.30 per share agreed to in February and a 21% premium to Two Harbors’ “unaffected” share price on Dec. 16, 2025, the day before UWM announced its original acquisition proposal for the REIT, according to the company.

UWM is offering $12 per share or 2.3328 shares of UWMC Class A common stock, with no cap or proration on the amount of cash. Its offer is supported by a committed, unsecured $1.3 billion bridge facility from Mizuho Bank Ltd.

“The CCM transaction delivers a fixed-price all-cash consideration to every TWO stockholder — automatically and without election — with committed financing, no financing contingency, and a clear path to close in the shortest timeframe,” Bill Greenberg, TWO’s president and CEO, said in a statement.

According to Greenberg, UWM’s default stock consideration is currently worth only $7.88 per TWO share based on UWMC’s closing trading price on May 7, 2026.

Ron Leonhardt, CCM founder and CEO, said that its offer represents “one of the highest multiples paid for a mortgage REIT.”

“From the outset, our focus has been on certainty — our agreement is signed, our $3.4 billion financing package is fully committed, and we are already more than halfway through the required regulatory approvals,” Leonhardt said in a statement. “We are committed to closing this transaction.”

In a call with analysts this week, UWM Chairman and CEO Mat Ishbia said its proposal is focused entirely on the value of the REIT’s “pristine” servicing book and its shareholder base, not its leadership team.

“It’s very clear that their management team and their board… is maybe playing some games, doing things because they realize that we don’t see any value for them specifically,” Ishbia said. “We’ll see how it shakes out for us.”

Stockholders are set to vote on the deal at a May 19 special meeting.

Two Harbors said the Hart-Scott-Rodino antitrust review has been completed on the CCM deal and all required state mortgage licensing filings have been submitted, with 35 of 53 approvals obtained. The companies expect the transaction to close in the third quarter of 2026, subject to customary closing conditions, including approval by Two Harbors stockholders.