UWM raises Two Harbors offer again, this time by 50 cents

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After CrossCountry Mortgage matched its $12 per share cash offer for Two Harbors Investment, UWM Holdings raised its bid by 50 cents, saying it provides "clearly superior value."

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The latest bid was disclosed Monday morning before the markets opened.

However, for those looking to take the stock option, this has remained unchanged at 2.3328 UWM shares for each share of Two Harbors.

UWM's stock closed Friday at $3.38 and opened Monday at $3.32. It then headed even lower, to $3.22 as of 9:50 eastern time.

Two Harbors, on the other hand, went from a Friday close at $12.55 per share to a Monday open of $12.69 before dropping to $12.65 at 9:50.

CrossCountry amended its bid to $12 from $11.30 per share on Friday. In UWM's earnings call on Wednesday, Chairman, CEO and President Mat Ishbia said he was willing to go to $12 per share all along.

UWM sent another letter addressed to Two Harbors shareholders along with its latest offer.

It used the letter to counter the arguments that the CrossCountry deal was on schedule for approval.

"Absent further sabotage," UWM said it can close the deal in two months "given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire Two."

It claimed if Two Harbors had negotiated with UWM "in good faith" on the original transactions, a deal between the two companies would have closed already.

However, the first attempt to gain shareholder approval for the cancelled transaction was delayed due to a lack of a quorum of Two shareholders willing to vote.

"The eventual price increase by CCM demonstrates that UWMC proposals were in fact superior all along."

UWM encouraged Two Harbor shareholders to vote no at the May 19 meeting.

This new bid likely forces CrossCountry to respond again, said Bose George of Keefe, Bruyette & Woods. He is expecting the revised offer to be at least $12.50, but possibly higher, because of the short window before the vote.

He gives the deal an implied value of $12.84 per share because of a 34 cent per share expected dividend from Two Harbors.

But the all-cash deal, because it will be supported by borrowings by UWM, will increase its leverage.

"However, it's not clear if that leverage is sustainable, and, if UWMC is successful in acquiring TWO, we would expect the company to potentially delever by selling some MSRs, which would reduce potential accretion," George said.

Fitch already raised its outlook on UWM to negative because of its current leverage situation, he pointed out. 

National Mortgage News reached out to Two Harbors and CrossCountry for a response.