Two Harbors to merge with UWM in all-stock deal valued at $1.3B

TWO HARBORS INVESTMENT CORP.

Each TWO common share to receive 2.3328 UWM Class A shares; equity value ~$1.3B.
Preferred shares convert into corresponding UWM preferred series; all-stock consideration.
Transaction requires TWO stockholder approval, HSR clearance, and tax opinion as 'reorganization'.
Termination fee of $25.35M payable by TWO if it accepts a superior proposal or changes recommendation.
TWO Board unanimously recommends; UWM Board also approved; expected close within 12-15 months.

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