The amended merger raises consideration by more than 9%, signaling CrossCountry's conviction in the deal
CrossCountry Mortgage has escalated its takeover bid for Two Harbors Investment Corp., raising its all-cash offer to $12.00 per share under an amended merger agreement.
This is the latest move in an increasingly aggressive three-way contest that has brought two of the country's largest mortgage lenders into open conflict over one of the industry's most prized servicing portfolios.
The amended agreement, announced May 8, 2026, increases consideration for Two Harbors stockholders from $11.30 per share under the previous agreement — itself an increase from an original entry price of $10.80 per share when CrossCountry first emerged as a rival suitor in March.
The deal is fully all-cash, automatic upon closing and carries no financing contingency. TWO's board unanimously recommended that shareholders vote to approve the transaction ahead of a special meeting set for May 19, 2026.
Two Harbors Investment Corp. has doubled down on its support for a sale to CrossCountry Mortgage, rejecting a sweetened takeover proposal from UWM Holdings and urging shareholders to back the all-cash CrossCountry Mortgage (CCM) deal.https://t.co/gmgLF9hslc
— Mortgage Professional America Magazine (@MPAMagazineUS) May 4, 2026
"Throughout this process, our Board of Directors has remained steadfast in seeking the best outcome for all of our stockholders," TWO President and Chief Executive Bill Greenberg said in the announcement.
He pointed directly at the competing proposal from UWM Holdings Corporation, noting that UWM's default stock consideration was worth only $7.88 per TWO share based on UWMC's closing price on May 7, calling the CrossCountry transaction "the only credible and actionable path forward for TWO stockholders."
Read more: UWMC fires back at Two Harbors board over rejected bid
Ron Leonhardt, CrossCountry's founder and chief executive, was equally direct.
"We are raising our all-cash offer to $12.00 per share, which represents a compelling outcome for TWO stockholders and would reflect one of the highest multiples paid for a mortgage REIT," Leonhardt said.
He added that CrossCountry's $3.4 billion financing package is fully committed — comprising an original $2.0 billion secured facility plus a subsequent $1.4 billion unsecured commitment from Citi — and that the company has already cleared 35 of 53 required regulatory approvals, including completion of its HSR filing and submission of all required state mortgage licensing filings.
A higher number, a sharper argument
The amended offer lands at the culmination of what has become one of the most publicly contested acquisition battles in the US mortgage industry in recent memory.
Two Harbors first agreed to a deal with UWM Holdings Corporation in December 2025, under which UWM would acquire TWO in an all-stock transaction valued at approximately $1.3 billion.
That agreement was disrupted in March 2026 when CrossCountry surfaced with a competing all-cash bid and agreed to absorb a $25.4 million termination fee owed to UWM on Two Harbors' behalf, prompting the TWO board to shift its recommendation.
UWM struck back. In late April and early May, the Pontiac, Michigan-based wholesale giant sent a series of letters directly to TWO shareholders, arguing its proposal represented superior value and challenging the CrossCountry deal's merits.
UWM pitched its own competing offer at $12.00 per share at that time, but CrossCountry and Two Harbors both characterized that proposal as non-binding and lacking a clear path to closing.
Read more: UWM raises stakes in Two Harbors fight with richer $12-a-share bid
CrossCountry's May 5 public rebuttal described the choice facing stockholders as one between "a signed, fully financed all-cash transaction and a non-binding proposal with no guaranteed path to closing."
The amended agreement now matches UWM's headline number while retaining what CrossCountry frames as decisive structural advantages: committed financing, a signed contract and a regulatory runway that is already more than halfway complete.
The transaction is expected to close in the third quarter of 2026. Upon completion, TWO common stock will be delisted from the New York Stock Exchange and Two Harbors will become a wholly owned subsidiary of CrossCountry.
The companies at the center of the deal
Two Harbors Investment Corp., a Maryland corporation and publicly traded real estate investment trust headquartered in St. Louis Park, Minnesota, invests primarily in mortgage servicing rights, agency residential mortgage-backed securities and other financial assets.
It operates its servicing business through RoundPoint Mortgage Servicing LLC, a wholly owned subsidiary that makes Two Harbors one of the largest conventional mortgage servicers in the country. Two Harbors recorded annual revenue of approximately $593 million in 2024.
CrossCountry Mortgage, LLC is a privately held direct retail lender founded in 2003 and headquartered in Brecksville, Ohio. The company employs more than 7,000 people across more than 700 branches and services loans in all 50 states, Washington D.C. and Puerto Rico.
CrossCountry originated more than $51 billion in total loan volume in 2025, financing roughly one in 35 homes sold nationally by volume in the fourth quarter of that year.
Meanwhile, United Wholesale Mortgage, the competing bidder, is the nation's largest overall mortgage lender and operates exclusively through the wholesale broker channel from its Pontiac, Michigan headquarters.
UWM recently posted its second-strongest first quarter in company history, originating $44.9 billion in loans — a 39% jump year-over-year.
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