Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• UWM Holdings Corporation is soliciting proxies to vote against the proposed merger of Two Harbors Investment Corp. with CrossCountry Intermediate Holdco, LLC (CCM), arguing their own proposal offers superior value and certainty for shareholders.

• UWM's revised proposal offers $12.00 per share in cash (over 6% higher than CCM's $11.30) or 2.3328 shares of UWMC Class A common stock, with no cap or proration on the cash amount.

• UWM criticizes the Two Harbors Board for not engaging in negotiations and for instituting provisions that allegedly entrench management and hinder shareholder value maximization.

• UWM's offer is supported by a committed, unsecured $1.3 billion bridge facility from Mizuho Bank, with no financing contingencies, contrasting CCM's less transparent, collateral-based financing.

• UWM urges shareholders to vote against the CCM merger, the related executive compensation, and any adjournment of the special meeting, to preserve the opportunity for a superior transaction.

Voting matters and shareholder proposals

• Shareholders are asked to vote on three proposals: the CCM Merger Proposal, a non-binding advisory on executive compensation related to the merger, and the potential adjournment of the special meeting.

• UWM recommends voting "AGAINST" all three proposals to oppose the CCM merger and support consideration of UWM's alternative offer.

• Approval of the CCM Merger Proposal requires a majority of outstanding shares; abstentions and non-votes have the same effect as a vote against.

Board of directors and corporate governance

• UWM alleges the Two Harbors Board failed to engage with a superior proposal and instead increased deal protections for CCM, including a higher termination fee and additional closing conditions.

• UWM claims these actions serve to entrench management rather than maximize shareholder value.