Overview
- UWM, which raised its unsolicited offer on Monday, now proposes $12.50 in cash per Two Harbors share or a fixed 2.3328 UWMC shares with no cap on cash elections.
- Two Harbors’ board still backs CrossCountry’s all-cash $12.00 deal, which has cleared the federal antitrust review and has 35 of 53 required state licensing approvals.
- CrossCountry cites $3.4 billion of committed financing from a $2.0 billion secured facility and a $1.4 billion unsecured Citi commitment, while UWM points to a $1.3 billion unsecured bridge from Mizuho.
- UWM is soliciting proxies to vote down the CrossCountry merger at the May 19 special meeting, and proxy adviser ISS has recommended shareholders reject the CrossCountry transaction.
- UWM accuses the board of favoring a structure that would pay about $35 million to Two Harbors management at closing, a claim it says reduces what flows to investors, and one analyst says CrossCountry may respond with a higher price given the tight timeline.