Two Harbors Investment Corp. (NYSE: TWO) has received an unsolicited proposal to acquire all outstanding shares of its common stock for $10.70 per share in cash, along with a $25.4 million termination fee that would be payable to UWM Holdings Corporation (NYSE: UWMC) to terminate Two's previously announced merger agreement with UWMC. The ad hoc committee of the board has determined in good faith that the unsolicited proposal could reasonably be expected to lead to a "company superior proposal" as defined in the UWMC merger agreement.
The committee has not made a determination as to whether the unsolicited proposal is superior to the UWMC transaction but has stated that it will engage further, including with respect to definitive documentation, to determine if a proposal that constitutes a "company superior proposal" can be reached. If such a proposal is determined, UWMC will have three business days to negotiate with Two and propose any revisions to the UWMC transaction.
However, there is no assurance that the committee will conclude that the transaction in the unsolicited proposal is superior to the UWMC transaction or that any definitive agreement or transaction will result from discussions related to the unsolicited proposal. The UWMC merger agreement remains in effect, and the board continues to recommend in favor of the UWMC transaction and has not withdrawn or modified its recommendation.
Two's previously announced special meeting of stockholders in connection with the UWMC transaction remains scheduled for March 24, 2026. Houlihan Lokey Capital, Inc. is serving as the financial advisor to Two, and Jones Day is serving as outside legal counsel.
Two Harbors Investment Corp., a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities, and other financial assets. It is headquartered in St. Louis Park, MN.
As of the time of this report, there has been no determination of the offer's standing in relation to the UWMC transaction. The company is working on engaging further to determine if a proposal that constitutes a "company superior proposal" as defined in the UWMC merger agreement can be reached. As a result of these announcements, the company's shares have moved 5.62% on the market, and are now trading at a price of $14.10. Check out the company's full 8-K submission here.
