By Connor Hart

Two Harbors Investment said its board unanimously rejected a revised acquisition offer from UWM Holdings, calling the proposal's structure fundamentally illusory and predatory.

The real-estate investment trust on Wednesday reaffirmed its commitment to a pending $12-a-share cash merger with CrossCountry Mortgage on the basis that the rival UWM bid carries significant execution and financial risks.

Two Harbors said that despite UWM--parent company of the country's largest mortgage lender, United Wholesale Mortgage--touting a $12.50 cash headline price, the offer's default consideration is stock, which Two Harbors valued at approximately $7.58 a share, based on Tuesday's closing price.

The company estimated that as many as 30% of its stockholders would fail to make a timely cash election, resulting in those investors receiving the lower-valued stock.

The REIT also raised alarms over UWM's balance sheet, citing a deteriorating financial condition. Two Harbors noted that Fitch has downgraded UMW's outlook twice in the past six months, and that Bloomberg has calculated that UMW's 1-year probability of default has doubled in the past three weeks.

Two Harbors additionally views the CrossCountry deal as more likely to close, as the company has already secured more than half of required state and agency regulatory approvals. It called UMW's claim that it could close a deal within 60 days unrealistic.

Stockholders are scheduled to vote on the CrossCountry transaction at a special meeting on May 19.

Write to Connor Hart at connor.hart@wsj.com

(END) Dow Jones Newswires

May 13, 2026 08:11 ET (12:11 GMT)

Copyright (c) 2026 Dow Jones & Company, Inc.