UWM Holdings Corporation Merger Agreement with Two Harbors Investment Corp.

UWM Holdings Corporation ("UWMC") has entered into an Agreement and Plan of Merger with Two Harbors Investment Corp. ("Two Harbors"). The agreement outlines a merger where Two Harbors will merge with UWMC's subsidiary, UWM Acquisitions 1, LLC, with the subsidiary surviving. Upon completion, Two Harbors' common stockholders will receive 2.3328 shares of UWMC Class A common stock for each share they own, along with cash for fractional shares. Preferred stockholders of Two Harbors will receive equivalent preferred stock in UWMC. The merger is contingent upon customary closing conditions, including stockholder approvals, regulatory clearances (like HSR Act), and effectiveness of a registration statement for UWMC stock. Both companies' boards have approved the agreement. The merger agreement also details the treatment of Two Harbors' equity awards, including restricted stock units and performance share units, which will be converted into merger consideration. Both parties have made customary representations and warranties, and have agreed to conduct their businesses in a prescribed manner pending the merger. The agreement includes provisions for termination under specific circumstances, with a termination fee of $25.35 million payable under certain conditions, such as if Two Harbors enters into an alternative acquisition agreement for a superior proposal. Additionally, upon closing, one member designated by Two Harbors will be appointed to the UWMC Board of Directors.