TWO stock likely trades near CCM's $12.00 offer price minus deal-risk discount. The June 12 deadline for UWMC to submit an all-cash binding proposal is the key near-term catalyst — monitor for any UWMC counteroffer or statement. If no all-cash UWMC proposal emerges by June 12, the CCM deal probability increases sharply and the stock should converge toward $12.00. A failure to secure stockholder approval on June 23 would likely send TWO shares below the CCM offer as no other deal is in place.
Price Chart
Executive Summary
Two Harbors Investment Corp. management filed additional definitive proxy soliciting materials urging stockholders to vote FOR the all-cash merger with CrossCountry Mortgage (CCM) at $12.00/share, directly rebutting a competing all-stock/partial-cash proposal from UWM Corporation (UWMC). The filing provides a quantitative comparison highlighting UWMC stock's decline to a $2.59 all-time low (making its default stock consideration worth ~$6.04/share) and UWMC's deteriorating credit profile, while emphasizing CCM's secured regulatory approvals (46 of 53) and fully-financed, election-free cash offer. The special meeting is postponed to June 23, 2026, with CCM agreeing to a waiver of non-solicitation through June 12 to allow engagement with UWMC on an all-cash proposal.
Key Facts
- CCM offers $12.00 per share all-cash to all TWO stockholders plus a pro-rated stub dividend; no election required; fully financed.
- CCM has secured 85% of required regulatory approvals (46 of 53) and obtained early termination of HSR waiting period.
- Special meeting postponed to June 23, 2026 at 10:00 a.m. ET.
- UWMC's stock closed at $2.59 all-time low on June 5, 2026; default stock consideration for non-electing holders worth ~$6.04/share.
- UWMC has no signed agreement with TWO; its proposal has a stock default structure estimated to catch 25-30% of stockholders.
- UWMC leverage increased from 2.45x (Q3 2025) to 3.18x (Q1 2026); Fitch downgraded credit outlook twice in four months.
- Bloomberg Corporate Default Risk Model shows UWMC 1-year default probability of 5.75%, up from 1.2% in December 2025.
- Board unanimously recommends FOR the CCM transaction on the WHITE proxy card.
- CCM agreed to waive non-solicitation provisions through June 12, 2026 to permit engagement with UWMC on an all-cash proposal.
Financial Impact
CCM offers $12.00 per share cash; UWMC competing proposal headlines $12.50 but default stock consideration value ~$6.04/share based on UWMC closing price of $2.59 on June 5, 2026; UWMC stock declined approximately 50% from $5.12 in December 2025.
Risk Factors
- Stockholders might reject the CCM deal on June 23, leaving TWO without an actionable transaction (CCM has said $12.00 is final and may walk away).
- UWMC could theoretically still surface a fully-financed, all-cash binding offer before June 12, creating a higher bid scenario.
- Regulatory approvals: 7 of 53 still outstanding; any denial could jeopardize closure timeline.
- Shareholder litigation related to the CCM transaction could delay or derail approval.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001104659-26-071174 |
| Document: 0001104659-26-071174-index-headers.html | 0001104659-26-071174 |
| Document: 0001104659-26-071174-index.html | 0001104659-26-071174 |
| Document: 0001104659-26-071174.txt | 0001104659-26-071174 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 8, 2026 16w ago | DEFA14A | $25.34 $26.09 | ▲ +2.96% | ▼ −0.09% | $26.33 (+3.91%) |
Jun 8, 2026 16w ago | DEFA14A | $25.34 $26.09 | ▲ +2.96% | ▼ −0.09% | $26.33 (+3.91%) |
Jun 8, 2026 16w ago | 8-K | $25.34 $26.09 | ▲ +2.96% | ▼ −0.09% | $26.33 (+3.91%) |
Jun 3, 2026 17w ago | DEFA14A | $25.39 $26.06 | ▲ +2.64% | ▲ +0.14% | $26.33 (+3.70%) |
May 19, 2026 19w ago | DEFA14A | $25.24 $25.38 | ▲ +0.55% | ▼ −4.45% | $26.33 (+4.32%) |
May 19, 2026 19w ago | 8-K | $25.24 $25.38 | ▲ +0.55% | ▼ −4.45% | $26.33 (+4.32%) |
May 15, 2026 20w ago | DEFA14A | $25.30 $25.28 | ▲ +0.08% | ▲ +4.59% | $26.33 (−4.07%) |
May 15, 2026 20w ago | 8-K | $25.30 $25.28 | ▲ +0.08% | ▲ +4.59% | $26.33 (−4.07%) |
May 14, 2026 20w ago | 144 | $25.30 $25.28 | ▼ −0.08% | ▼ −4.59% | $26.33 (+4.07%) |
May 14, 2026 20w ago | DEFA14A | $25.26 $25.35 | ▲ +0.36% | ▼ −3.23% | $26.33 (+4.24%) |
US Market Status
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