Overview
- Two Harbors’ board, which rejected UWM’s revised offer Monday, cited financing, closing, business and credibility risks and reaffirmed support for CrossCountry’s all‑cash proposal.
- Directors said UWM’s $1.3 billion Mizuho bridge line was conditional on lender due diligence and flagged that UWM’s reported cash did not reflect a $170 million dividend paid in April.
- The board warned that UWM’s structure defaults non‑electing investors into UWM stock, estimating 25% to 30% could land in shares the board valued at about $8.54 per TWO share instead of $12 cash.
- UWM responded Monday that the Mizuho facility is committed and said the due‑diligence condition will be removed, while arguing the board is blocking higher value and offering few details on CrossCountry’s financing.
- A shareholder meeting on May 19 will decide the path forward, as analysts caution the fight may continue and Fitch has highlighted UWM’s rising leverage and an average capital drain of roughly $535 million since 2023.