UWMC Responds to TWO’s Mischaracterization of Discussions

UWM Holdings Corporation (“UWMC” or the “Company”) (NYSE: UWMC), today responded to the letter from Two Harbors Investment Corp. (“Two Harbors” or “TWO”) (NYSE: TWO) to its stockholders mischaracterizing discussions between UWMC and TWO that have taken place over the last week, following TWO’s decision to adjourn the special meeting to vote on TWO’s proposed merger with CrossCountry Mortgage, LLC ("CrossCountry" or "CCM") for a third time.

The TWO Board is trying to create the impression of reasonableness while simultaneously inventing arbitrary and self-imposed restrictions that are a ruse and impede the opportunities to get the best result for their stockholders. The bottom line is: the TWO Board is only pretending to engage.

UWMC believes the TWO Board has mischaracterized the interactions between TWO and UWMC to try and convince stockholders that their only option is to accept the inferior CCM transaction, but stockholders deserve to know that this could not be further from the truth, including due to the following facts:

• The TWO Board created an arbitrary five-day limit on their ability to engage in discussions with UWMC, an intentionally unreasonable time period to finalize an agreement or a revised proposal based on an alternative structure.
• The TWO Board restricted who from UWMC could take part in negotiations, “summoned” our CEO to New York on short notice and declined an open invitation to come to Michigan.
• TWO refused to provide updated financial information upon which UWMC could prepare a revised proposal. Instead, TWO questioned whether the parties were under NDA and indicated it would only provide updated financials if UWMC submitted a revised written proposal.
• UWMC offered multiple alternative consideration structures to address TWO’s concerns, including adjustments to the default election to cash or providing a “higher of cash or stock” consideration for the stockholders whom TWO is concerned will not make an affirmative selection.
• The TWO Board categorically ruled out any form of stock as part of the merger consideration, even though it is an added and optional bonus to stockholders, irrespective of the total value to be conveyed and regardless of stockholders’ already agreed and unfettered ability to make an election to receive cash. Even under UWMC’s current proposal (before any modifications) all TWO stockholders would receive at the closing the stock consideration which may appreciate significantly between now and then (thus a free “call option”) or, if closer to closing they so elect, cash at $12.50 per share, thus also a valuable put option in itself.
• The existence of such optionality provides more value, not less, as the TWO Board and its financial advisors should know. The only group that would not receive that optionality with respect to their benefits package is TWO management; this is the only logical explanation for their unwillingness to accept any stock consideration whatsoever or truly engage and declare our offer “potentially superior.”
• Even after three delays of the special meeting, TWO’s Board refuses to listen to TWO’s stockholders, who have rejected the CCM deal and the adjournments three times already.

Despite our significant concerns, UWMC remains committed to pursuing a transaction with TWO and is ready to engage in open, unrestricted, good faith discussions, provided the TWO Board acts solely to achieve the best result for its stockholders. UWMC is also prepared to continue discussing enhancements to its proposed terms, including alternatives around the default election mechanism or other adjustments to the merger consideration that we suggested to TWO in our meeting and TWO flatly rejected upfront despite UWMC offering modifications to an already superior offer.

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