8-KOther EventsExhibits & Filings

Rocket Companies, Inc. 8-K Report, Corporate Update (Sep 21, 2021)

Filed September 21, 2021For Securities:RKT

Summary

Rocket Companies, Inc. (RKT), through its indirect subsidiary Rocket Mortgage, LLC, announced on September 21, 2021, a significant debt management and refinancing initiative. The company has launched a cash tender offer to purchase all of its outstanding $1.01 billion aggregate principal amount of 5.250% Senior Notes due 2028. Concurrently, it is soliciting consents to amend the indenture governing these notes, aiming to remove most restrictive covenants, simplify events of default, and shorten redemption notice periods. In parallel, Rocket Mortgage has successfully priced and upsized a private offering of new senior notes, raising $1.150 billion in 2.875% senior notes due 2026 and $850 million in 4.000% senior notes due 2033. The net proceeds from this new offering are earmarked primarily for repurchasing the 2028 Notes and covering associated fees, with any remainder allocated to general corporate purposes. This strategic move appears designed to enhance financial flexibility and potentially reduce borrowing costs.

Key Highlights

  • 1Rocket Mortgage, LLC has commenced a tender offer to repurchase all outstanding $1.01 billion of its 5.250% Senior Notes due 2028.
  • 2The company is also soliciting consents to amend the indenture for the 2028 Notes, seeking to eliminate restrictive covenants and certain events of default.
  • 3Rocket Mortgage has successfully priced an upsized private offering of new notes, raising a total of $2.000 billion ($1.150 billion due 2026 and $850 million due 2033).
  • 4The new notes carry significantly lower interest rates: 2.875% for the 2026 notes and 4.000% for the 2033 notes, compared to the 5.250% of the notes being tendered.
  • 5Proceeds from the new note offering are intended to fund the repurchase of the 2028 Notes, associated transaction costs, and general corporate purposes.
  • 6The tender offer and consent solicitation are contingent upon a financing condition, which can be satisfied through the new note offering or other satisfactory financing arrangements.

Frequently Asked Questions

The primary purpose is to repurchase all outstanding 2028 Notes and to amend the governing indenture. The amendments aim to remove most restrictive covenants, simplify events of default, and shorten redemption notice periods, thereby increasing financial flexibility.

The repurchase is expected to be funded by the net proceeds from a concurrent private offering of new senior notes. This offering raised $2.000 billion in aggregate principal amount across two tranches with lower interest rates.

The company is issuing $1.150 billion of 2.875% senior notes due 2026 and $850 million of 4.000% senior notes due 2033. These notes are guaranteed on a senior unsecured basis by all of the Issuers' domestic subsidiaries that guarantee their existing notes.

The tender offer and consent solicitation are subject to a financing condition, meaning the company must secure satisfactory financing (which may include the new note offering) to complete the transaction. Other customary conditions may also apply.