CrossCountry ups Two Harbors bid after new UWM proposal

CrossCountry Mortgage has increased its bid for Two Harbors Investment by 50 cents per share for the common stock. This is in response to an unsolicited proposal on April 20 from original merger partner UWM Holdings, a press release said.

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The new price will be $11.30 per share in the all-cash transaction. The press release did not provide details of the latest UWM bid.

The door was opened for the CrossCountry bid when the original transaction failed to get a quorum for approval by Two Harbor's shareholders.

During negotiations following receipt of the original unsolicited CrossCountry bid, UWM added a cash component to its exchange of stock offer, the prospectus for the merger said.

After a review with financial and legal advisors, the Two Harbors Board determined that the CrossCountry offer was still better, the press release said.

"The TWO Board believes the amended CCM transaction provides TWO stockholders with superior certainty of value through fixed, all-cash consideration that is not subject to any financing condition," it explained.

The new bid does not change the price for the three classes of Two Harbor's preferred stock, which will be redeemed at $25 per share.

"This combination pairs the country's leading retail originator with RoundPoint's best-in-class servicing platform, creating a fully integrated mortgage company," said Bill Greenberg, Two Harbor's president and CEO, in its earnings release which came out minutes after the latest CrossCountry announcement. "I am confident that this is the best outcome for our shareholders, and our Board unanimously recommends that shareholders vote in favor of the merger."

RoundPoint is Two Harbor's mortgage servicing business.

National Mortgage News reached out to UWM for a comment. However, the company was pointed in its previous comments on Two Harbors management after the deal was terminated.

"TWO's decision appears to be driven more by ego, than by sound judgment," a March 27 statement from UWM said.

Two Harbors will hold its earnings call on Wednesday morning. In the first quarter, the real estate investment trust reported GAAP net income of $19.5 million, compared with a fourth quarter loss of $1.3 million and a year ago loss of $92.2 million.


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