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Shareholders of Two Harbors Investment Corp. have approved the company’s sale to an affiliate of CrossCountry Mortgage (CCM), ending a months-long contest with rival United Wholesale Mortgage (UWM) for control of the mortgage real estate investment trust (REIT).
The virtual shareholder meeting, held Thursday morning, had been originally scheduled for May 19 and was delayed four times as Two Harbors and its suitors worked to secure support.
Two Harbors is an MSR-focused REIT and a top servicer of conventional loans through its RoundPoint Mortgage Servicing platform. It had a $158.89 billion owned servicing portfolio as of the first quarter, per Inside Mortgage Finance. The CCM servicing book was at $202 billion, while UWM‘s was at $229.5 billion.
“We’re excited about our strategic partnership with Two Harbors, which will bring together TWO’s best-in-class capital markets team, RoundPoint’s servicing and operational expertise, and the unmatched retail origination business we’ve built at CCM, further reinforcing our position as a one-of-one player in the mortgage industry,” a CCM spokesperson told HousingWire.
The CCM transaction offers Two Harbors investors $12 per share in cash plus a pro-rated stub dividend. Holders of Series A, Series B and Series C preferred stock will have their shares redeemed at $25 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock.
Two Harbors’ board unanimously recommended shareholders vote in favor of the CCM deal, citing the certainty of an all-cash offer and regulatory progress, including having cleared 48 of 53 required approvals. The deal remains subject to other conditions, including the receipt of the remaining state regulatory and agency approvals. It is expected to close in August 2026.
UWM put forward a competing package that included $12.50 per share in cash — or at the shareholder’s option, 2.3328 shares of UWMC stock. Two Harbors pressed UWM to provide an all-cash alternative and argued that the stock component would deliver significantly less value for investors who took the default consideration.
Based on UWMC’s Thursday opening share price of $2.26, the default stock option would have implied about $5.27 per Two Harbors share, less than half of the advertised $12.50 per-share headline price.
“This chapter of the months-long saga with Two Harbors is now closed,” a UWM spokesperson said in a statement. “Throughout this process, our offers were superior, but their board’s conduct was both inappropriate and consistent with their track record.”
The outcome caps a dispute that began in December 2025, when Two Harbors agreed to sell to UWM in an all-stock deal that would have been UWM’s first acquisition. UWM, founded in 1986 by Jeff Ishbia and led by CEO Mat Ishbia since 2013, has historically leaned on organic growth rather than mergers and acquisitions. At that point, UWM was paying about $11.94 per share.
But UWM’s share price declined, Two Harbors walked away from the UWM agreement. CCM emerged with a higher all-cash offer of $10.80 per share.
Between April and May, UWM raised its cash-and-stock proposals, but the Two Harbors board repeatedly reaffirmed its support for the CCM bid, pointing to greater regulatory certainty and the fully cash structure that ended at $12 per share.
