UWM Holdings Corporation (NYSE:UWMC) entered into a definitive merger agreement Two Harbors Investment Corp. (NYSE:TWO) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $1.3 billion on December 17, 2025. The consideration consists of UWM Class A common stock common equity of UWM Holdings Corporation at a ratio of 2.3328 per common equity. Upon completion of the transaction, UWM shareholders will own approximately 87% of the combined company on a pro forma fully diluted basis, while TWO shareholders will own approximately 13%. The all-stock transaction is intended to be tax-free to TWO?s stockholders. The Board of the combined company is expected to expand to eleven directors through the addition of one additional director designated by TWO. In light of these developments, TWO has postponed its Special Meeting of Stockholders to April 7, 2026.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board and approval of offer by target shareholders. The deal has been unanimously approved by the board. The transaction is expected to close in the second quarter of 2026.The transaction is accretive to earning. As of March 19, 2026, Two Harbors Investment has received an unsolicited proposal, which was made by CrossCountry Mortgage, LLC, providing a cash offer of $10.70 per share in cash plus payment of the $25.4 million termination fee that TWO would be required to pay to UWMC upon termination of the UWMC merger agreement. As of March 23, 2026, TWO received an unsolicited proposal from an additional third party providing a cash offer of $10.75 per share plus payment of the $25.4 million termination fee that TWO would be required to pay to UWMC upon termination of the UWMC merger agreement.
BofA Securities, Inc. acted as financial advisor for UWM Holdings Corporation. Greenhill & Co., LLC acted as financial advisor for UWM Holdings Corporation. Fort Lauderdale, Kara L. MacCullough, Doron Lipshitz, Dmitriy A. Tartakovskiy, Jack Surminsky and Anayo Umeh of Greenberg, Traurig, PA acted as legal advisor for UWM Holdings Corporation. Houlihan Lokey, Inc. acted as financial advisor and received aggregate compensation of approximately $2,500,000. Houlihan Lokey Capital, Inc. acted as fairness opinion provider to Two Harbors Investment Corp. and received $1,250,000 upon Houlihan Lokey?s delivery of its opinion to the Two Harbors Board and received $0.5 million for engagement. Braden McCurrach, Jared Hasson and Joe Juszak of Jones Day acted as legal advisor for Two Harbors Investment Corp. Equiniti Trust Company acted as transfer agent to Two Harbors. D.F. King & Co., Inc. acted as proxy solicitor Two Harbors.
UWM Holdings Corporation (NYSE:UWMC) cancelled the acquisition of Two Harbors Investment Corp. (NYSE:TWO) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on March 27, 2026. CrossCountry Mortgage, LLC, on behalf of TWO, agreed to pay the termination fee of $25.4 million to UWMC in accordance with the terms of the UWMC merger agreement.
BlackRock, Inc. is an investment management company. The Company provides a range of investment management and technology and subscription services to institutional and retail clients. Its diverse platforms of alpha-seeking active, private markets, index and cash management investment strategies across asset classes enable it to tailor investment outcomes and asset allocation solutions for clients. Its product offerings include single- and multi-asset portfolios investing in equities, fixed income, alternatives, and money market instruments. Its products are offered directly and through intermediaries in a range of vehicles, including open-end and closed-end mutual funds, iShares exchange-traded funds, separate accounts, collective investment funds and other pooled investment vehicles. It also offers technology services, including the investment and risk management technology platform, Aladdin, Aladdin Wealth, eFront, and Cachematrix, as well as advisory services and solutions.
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