CCM touts new $1.4B Citi financing in fight against UWM for Two Harbors

CrossCountry Mortgage (CCM) is pushing back on UWM Holdings Corporation‘s rival bid for Two Harbors Investment Corp., telling stockholders that only its signed, fully financed all-cash deal offers a certain path to value.

CCM said it now has $3.4 billion of committed financing in place to close the transaction — a $2 billion secured facility plus a new $1.4 billion unsecured commitment from Citi — which it says is sufficient to pay $11.30 in cash for each Two Harbors share at closing.

Cleveland-based CCM, on Tuesday, in response to letters UWM sent to Two Harbors stockholders on April 30 and May 4, called the rival’s approach nonbinding and fundamentally uncertain.

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. The Pontiac, Michigan-based wholesale lender said its offer is supported by a committed, unsecured $1.3 billion bridge facility from Mizuho Bank Ltd. 

“Our financing package is not dependent on collateral value, borrowing-base tests, or market conditions as UWM has speculated,” CCM said. “Additionally, given UWM’s over-levered profile relative to peer high yield issuers, UWM’s pro-forma financial position also introduces meaningful uncertainty around its ability to fund an all-cash transaction.”

UWM has criticized the Two Harbors board’s description of closing risks, including references to potential balance sheet “erosion” and concerns about UWM’s credibility because its proposals have been accompanied by litigation threats. The lender called this stance “disingenuous,” noting a recommendation for a transaction with UWM in December.

CCM also highlighted the structure of UWM’s proposal. Based on UWM’s May 4 closing price, CCM said that the default stock package is worth about $8.26 per share, roughly 31% below UWM’s headline $12-per-share cash alternative. Without an active cash election, stockholders could receive consideration materially below the advertised price, CCM said.

Regulatory clock

The acquisition of Two Harbors requires 53 separate state and agency approvals, according to CCM. The lender said it has approximately half of those approvals in hand and is targeting an August 2026 closing.

CCM said that if Two Harbors were to pivot to UWM, the parties would need to restart the approval process. That would require withdrawing existing Nationwide Multistate Licensing System (NMLS) filings tied to the CCM deal, along with other steps that could add roughly 120 days to the process and introduce meaningful execution risk.

CCM also questioned UWM’s strategic case for buying Two Harbors, pointing to UWM’s past public comments that the prior deal was primarily about acquiring Two Harbors’ servicing book and that the company was “effectively a melting ice cube.”

Executives at CCM and Two Harbors, including their CEOs, have conducted in-person visits to all Two Harbors offices since signing the March 2026 merger agreement. CCM said it plans to integrate Two Harbors with RoundPoint Mortgage Servicing LLC’s operations to build a fully integrated mortgage company covering the full customer lifecycle.