BREAKING: The Two Harbors Board of Directors just publicly validated my "Ishbia might be in real financial trouble" thesis.

Not me. Not random LinkedIn analysts. The literal board of directors of the company UWM is trying to buy.

Last week UWM came back with a "sweetened" bid of $12 per share, up from $11.30. They added a stock-election option (2.33 UWMC shares as an alternative to cash), bumped their reverse termination fee to $50 million, and announced a $1.3 billion bridge facility from Mizuho Bank. The headline message: this is our best and final, take it.

This morning at 8 AM ET, the Two Harbors board responded. Unanimous rejection. Reaffirmed the CrossCountry deal. Released a public statement walking through, point by point, why UWM's "sweetened" bid is actually inferior on both value and risk.

What the TWO board said today:

✔️ UWM's "$12 per share" is really $10.96 to $11.13 blended once 25-30% of shareholders default into stock worth less than the cash election
✔️ The Mizuho $1.3B "committed" bridge isn't actually committed. The bank can decline funding "in its sole and absolute discretion"
✔️ Fitch has revised UWM's outlook DOWN twice in recent months
✔️ UWM has burned ~$535M in average annual capital over the past three years, funded by INCREASED LEVERAGE
✔️ UWM's reported $402M cash on March 31 doesn't reflect a $170M dividend paid April 9, and they didn't update that figure in their April proposals
✔️ UWM's claimed 2-3 month closing timeline "could only be true if UWMC intends to disregard state regulatory change of control approval requirements" that require 120 days advance notice

That last one is wild. The target board is telling shareholders out loud that UWM's own timeline only works if they ignore state law.

Why I feel STRONGER about this thesis today:

When I posted about UWM's underlying financial pressure 5-6 weeks ago, the counter-argument was: "Mat is bidding from a position of strength. He's playing offense."

I don't buy it.

Healthy CEOs don't burn through $25.4M in termination fees, agree to a $50M reverse termination fee, commit to a $1.3B bridge facility that's not really committed, and bid against a private competitor with cash certainty, all to acquire a REIT they previously walked away from.

Healthy CEOs don't bid emotionally. They bid disciplined.

The pattern here, from the outside, looks like someone who NEEDS this deal. Not someone who simply wants it.

Read the rest of this post here …

There is a meaningful difference between using AI to draft your emails and using it to organize and connect the information that runs your business.

I went all-in on Claude Co-Work ... Anthropic's new agentic desktop AI partner. What it does for me genuinely belongs in a different category from what most people assume AI is capable of. Email drafts and post tweaks is the bunny slope.

The hours it saves me every week are significant. You can queue prompts, so before I go into a 2-3 hour stretch of back-to-back calls, I load it up with as many projects as I can. It works while I am in client meetings.

Here is just some of what it actually does for me, today, every week.

🤖 It is the central brain for the Ohio Mortgage Bankers Association's finances. It auto-imports financial transactions off our website (membership dues, conference registrations, sponsorships) and bank statements, then keeps the balance sheet, P&L, projection models, and conference profit forecast updated in real time. What used to take a full Saturday is now one question and a polished one-page financial statement ready for board distribution.

🤖 It runs deep analytics on my LinkedIn content every week. It exports my top-performing posts, identifies which hooks are landing, which categories are tanking, which days of the week move the needle, what kind of opener style my audience actually responds to. I am no longer guessing. I have a moving picture of what is working and I am steering against it.

🤖 It does the same for my newsletter. Open rates, subject-line effectiveness, click trends, subscriber acquisition sources, the growth levers I am not pulling. All real time. All actionable.

🤖 And it maps governance across all five of my ventures (Onward & Upward Consulting, the Ohio Mortgage Bankers Association, The Mortgage Collaborative, The Cardboard Jungle, and The Big Picture) into one cross-business snapshot. Weekly analytics on growth, profitability, and time invested in each, all benchmarked against my 2026 goals. When I am over-invested in one venture and under-invested in another, I see it the same week. Not the next quarter.

Read the rest of this post here …

Powell rides off May 15. Warsh takes the gavel. Twelve people then sit at a table to set rates, and they hate each other.

Rates aren't going to crash because of any of this. Warsh cleared the Senate Banking Committee April 29 on a 13-11 party-line vote and the full Senate is expected to confirm him the week of May 11, so this is happening.

The next 18 months at the FOMC will be the most chaotic period in Fed history. Here's the seating chart at this Thanksgiving from hell.

💸 The Trump doves.

Bowman, Waller, Miran. Miran wanted a 50 bps cut in December. Fifty. Looked at the data and said "yes, more, please." These three want the Fed Funds Rate at 2% by Labor Day so the economy "feels good" before midterms.

💸 The regional hawks.

Logan, Hammack, Schmid, Kashkari. Four rotating regional presidents who collectively decided 2026 is the year to be the inflation police. Hammack was projecting a HIKE this year.

💸 The Biden holdovers.

Cook can't vote because the Supreme Court is deciding whether Trump can fire her over a mortgage application. Jefferson and Barr just want everyone to please look at the data and stop yelling.

💸 Powell himself.

Powell could have stepped down May 15 and gone to teach at Princeton. Instead he announced he's STAYING ON THE BOARD as a Governor through 2028. He keeps his seat. He keeps his vote. God help us all.

💸 Warsh.

Promised "regime change." New inflation framework. Fewer meetings. Also said he won't be Trump's "sock puppet." Both might be true.

Four scenarios for rates:

1️⃣ Warsh's thesis proves right.

Iran-driven energy inflation subsides through summer, AI productivity gains start showing up in the data, and the case for measured cuts becomes obvious to almost everyone on the committee. Warsh delivers two or three cuts with broad support. The 10-year drifts lower as the inflation premium comes out of the curve. Mortgage rates DOWN, possibly meaningfully. This is the bull case nobody is positioning for.

2️⃣ Warsh cuts hard to please the White House.

Powell, the four hawks, and probably one Biden holdover all dissent. Dot plot looks like the seating chart at a wedding where the bride and groom both have step-families. The 10-year spikes because credibility just left the building. Mortgage rates UP.

3️⃣ Warsh holds steady.

Read the rest of this post here …

Two Harbors Board Rebuffs Sweetened UWM Bid, Backs CrossCountry Deal

MBA Statement on Tri-Merge Costs

Housing's Share of GDP Dips Below 16% for First Time Since 2019

Microsoft and OpenAI Renegotiate Partnership Terms

The White Lotus Season 4 Filming Confirmed for French Riviera

Coffee Prices Hit Record High as Brazil Drought Continues

McDonald's Brings Back Snack Wrap After Decade-Long Hiatus

May 5 - MISMO Spring Conference (Louisville)

May 7 - Jobs Report (April)

May 14-17 - PGA Championship (Aronimink Golf Club)

May 16 - Preakness Stakes (Laurel Park, Md.)

May 17-20 - MBA Secondary and Capital Markets Conference (Marriott Marquis, NYC)

May 25 - Memorial Day (markets closed)

May 31 - Indy 500 (Indianapolis Motor Speedway)

JUNE 2026

Jun 3 - Jobs Report (May)

Jun 5 - Belmont Stakes (Saratoga Race Course) -- Triple Crown on the line

Jun 11 - FIFA World Cup kicks off (USA, Canada, Mexico -- 48 teams)

Jun 14-16 - Ohio MBA Annual Conference (Columbus OH)

Jun 15 - Father's Day

Jun 16-17 - FOMC Meeting (rate decision, press conference)

Jun 18-21 - US Open Golf (Shinnecock Hills)

Jun 19 - Juneteenth (federal holiday, markets closed)

Jun 22 - NBA Draft (approx.)

Jun 29 - Wimbledon begins

“It took me quite a long time to develop a voice, and now that I have it, I am not going to be silent.”  – Madeleine Albright, Former U.S. Secretary of State

Until the next one,
Swerb
[email protected]