UWM (UWMC) 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 option.

• UWM criticizes the Two Harbors Board for not engaging in negotiations and for implementing provisions that 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, compared to CCM's less certain, collateral-based financing.

• UWM urges shareholders to vote against the CCM merger, the related executive compensation, and any adjournment of the special meeting to ensure their opposition is clear.

Voting matters and shareholder proposals

• Shareholders are asked to vote against: (1) the CCM Merger Proposal, (2) the non-binding advisory compensation proposal for Two Harbors executives related to the merger, and (3) any adjournment of the special meeting.

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

• UWM provides detailed instructions for revoking prior votes and submitting new proxies using the BLUE Proxy Card.

Board of directors and corporate governance

• UWM alleges the Two Harbors Board failed to act in shareholders' best interests by not engaging with a superior proposal and by increasing termination fees and closing conditions that benefit management.

• UWM claims the Board's actions constitute a breach of fiduciary duty and is considering litigation.