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Two Harbors Investment Corp.‘s latest adjournment of its special meeting underscores just how tight the shareholder math appears to be on its proposed sale to a CrossCountry Mortgage (CCM) affiliate — and how much pressure is coming from rival bidder United Wholesale Mortgage (UWM).
Two Harbors said Tuesday it has pushed its special meeting of stockholders to July 2 to allow more time to solicit proxies in favor of the CCM transaction. The meeting, originally scheduled for May 19 and delayed for a third time this week, will be held virtually.
The Two Harbors board continues to unanimously recommend shareholders vote for the CCM deal, which offers $12 per share in cash plus a pro-rated stub dividend.
According to the board, it represents “a 21% premium to TWO’s unaffected share price (December 16, 2025, the last trading day prior to the announcement of a transaction with UWMC) and a 119% premium to TWO’s fully diluted tangible book value as of March 31, 2026.”
The company has secured 47 of 53 required regulatory approvals and still expects to close in August 2026 if investors approve the transaction and remaining conditions are met.
Prior disclosures reviewed by HousingWire suggest the board may not yet have the votes it needs.
Emails between Two Harbors CEO Bill Greenberg and UWM CEO Mat Ishbia, which were included in filings with the Securities and Exchange Commission (SEC), show that as of June 15, about 73% of Two Harbors shareholders had voted and 54% were opposed to the CCM merger.
The same email exchange revealed intensifying friction over deal structure. UWM has been pitching an alternative transaction that includes both cash and stock. Its most recent offer was $12.50 per share in cash — or at the shareholder’s discretion, 2.3328 shares of UWMC stock.
Two Harbors has pushed for all-cash consideration, arguing that the stock component would deliver far less value to investors who take the default consideration.
Based on UWMC’s June 12 closing price of $2.38, the default stock option would have implied about $5.55 per Two Harbors share, less than half of the cash headline price, the company said.
For now, Two Harbors is focused on turning around the proxy count. Stockholders who previously voted in favor of the CCM transaction do not need to take further action, the company said. Proxies already submitted will be voted upon at the reconvened meeting unless revoked. Investors who have not voted or who want to change their vote are being urged to do so.
