Two Harbors has adjourned its stockholder meeting to July 2 as rival UWM presses a higher competing offer
Two Harbors Investment Corp., a St. Louis Park, Minnesota-based mortgage servicing rights (MSR)-focused real estate investment trust (REIT), has adjourned its Special Meeting of Stockholders for a third time, pushing the vote on its proposed acquisition by CrossCountry Mortgage (CCM) to July 2. The delay came after the company failed to secure sufficient shareholder support ahead of the latest deadline.
The meeting was originally scheduled for May 19. The board already fell short of the votes it needed at that point.
Emails between Two Harbors president and CEO Bill Greenberg and UWM Holdings chief executive Mat Ishbia, filed with the US Securities and Exchange Commission (SEC), revealed that as of June 15, approximately 73% of Two Harbors shareholders voted, with 54% opposed to the CCM merger.
Stockholders who have already voted in favor of the CCM deal need take no further action. Proxies previously submitted will carry forward to the reconvened meeting unless formally revoked.
Read more: Two Harbors delays CCM vote again as UWMC battle drags into June
What the CCM deal offers
The CrossCountry transaction offers Two Harbors stockholders $12.00 per share in cash, plus a pro-rated stub dividend. The board has framed this as a 21% premium to TWO's unaffected share price on December 16, 2025, the last trading day before a prior deal with UWM Holdings was announced, and a 119% premium to the company's fully diluted tangible book value as of March 31.
CrossCountry raised its all-cash offer for Two Harbors to $12 a share, after multiple escalations from an original entry price of $10.80 in March.
The deal carries no financing contingency, and 47 of the 53 required regulatory approvals have been secured. Closing remains targeted for August.
Read more: Ishbia blasts Two Harbors leadership as ‘zero value’ in UWM–CrossCountry fight
UWM's counteroffer complicates the math
The vote count has made plain how competitive the landscape remains. UWM's rival $12.50-per-share bid for Two Harbors, submitted May 11, gives stockholders the choice of $12.50 in cash or 2.3328 shares of UWMC stock per share.
Two Harbors has pushed back hard on the stock option, calculating that based on UWMC's June 12 closing price of $2.38, the default stock consideration would imply approximately $5.55 per share, less than half the headline cash figure.
The Two Harbors board has unanimously and repeatedly reaffirmed its recommendation that stockholders vote for the CCM transaction, characterizing UWM's offer as inferior on both value and risk.
Bruce Gehrke, senior director of wealth and lending intelligence at JD Power, offered broader context on what the competition for MSR and servicing scale means for the market.
"I think it is a really big move," Gehrke previously told Mortgage Professional America in coverage of the deal's origins.
"Setting up a servicing operation is not a simple task. It's a specialized business."
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