UWM Holdings has gone directly to Two Harbors Investment Corp. shareholders with a sweeter takeover proposal, raising the stakes in a bidding contest that has already drawn a higher counteroffer from CrossCountry Mortgage. Under the revised terms, Two Harbors investors would be able to choose either $12 in cash or 2.3328 UWM shares for each holding, a structure UWM says is intended to give owners more flexibility and a chance to participate in any future upside.

The move is designed to outbid CrossCountry’s $11.30-a-share all-cash agreement, which itself was lifted from an earlier $10.80 offer after UWM first entered the fray. UWM disclosed the latest proposal in a letter to shareholders dated April 28, just ahead of Two Harbors’ first-quarter results, and said the transaction is backed by an expanded $1.3 billion bridge facility from Mizuho Bank. The company argued that the stock option offers meaningful value for investors who want exposure to UWM rather than a straight cash exit.

Two Harbors, meanwhile, said it had received UWM’s “further revised, unsolicited, non-binding proposal” and would review it in line with its fiduciary duties and merger agreement. But the board also made clear that its backing for the CrossCountry deal remains intact, urging shareholders to support that transaction at the special meeting scheduled for May 19. HousingWire reported that the board has continued to emphasise certainty of value, even as the competing bid introduces fresh pressure.

Analysts at Keefe, Bruyette & Woods said the upgraded UWM offer is likely to keep the two Harbors board under pressure and could force CrossCountry to improve its terms again. KBW also noted that UWM’s pitch highlights the strategic value of RoundPoint, Two Harbors’ mortgage servicing platform, while the economics for UWM may be less obviously accretive if a large portion of sellers choose cash and financing costs remain elevated.

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Source: Noah Wire Services