What is the purpose of these tender and exchange offers?

They are part of Rocket's pending acquisition of Mr. Cooper Group. The offers let Rocket retire or refinance Nationstar's existing notes, and the consent solicitations remove restrictive covenants and change-of-control obligations that would otherwise be triggered by the acquisition.

What do noteholders receive in the cash tender offers?

Holders who tendered by the August 15, 2025 Early Tender Deadline receive $1,012.50 per $1,000 principal ($962.50 tender consideration plus a $50.00 early payment), plus accrued interest to the settlement date. Later tenders receive $962.50 plus accrued interest.

What happens to holders who exchange their notes for new Rocket notes?

Holders who tendered early receive $1,000 of new Rocket senior notes for each $1,000 of 2029 or 2032 Notes, along with a $2.50 cash consent payment per $1,000. The new notes keep the same coupon, maturity, and redemption terms, and accrue interest from the last payment date on the old notes. Holders who tender after the early deadline receive the same exchange consideration, but no consent payment is paid on tenders made only after the early deadline.

Why does the consent process matter for remaining noteholders?

Once the proposed amendments become operative, the Nationstar notes lose most protective covenants, change-of-control put rights, and most events of default, except nonpayment of principal and interest. Holders who do not tender remain bound by the amended indentures, so they lose these protections even though they keep their notes.

What could prevent these transactions from closing?

Completion depends on the Mr. Cooper acquisition closing on the terms of the March 31, 2025 merger agreement. Risks include failure to obtain required approvals, including Mr. Cooper stockholder approval, a termination event that could trigger a termination fee, and other closing conditions. If the merger does not close, the tender and exchange offers would not settle.

RKT 8-K SEC Disclosure — Aug 18, 2025

01—Abstract

Summary

Summary of the 8-K filed August 18, 2025. Cited figures are marked; the original filing is the authoritative source.

Rocket Companies (RKT) disclosed early results of its tender offers, consent solicitations, exchange offers, and consent solicitations for senior notes issued by Nationstar Mortgage Holdings Inc., a subsidiary of Mr. Cooper Group.

These transactions are part of Rocket's pending acquisition of Mr. Cooper under a merger agreement dated March 31, 2025. Participation was high: 88.33% of the 2030 Notes and 89.13% of the 2031 Notes were tendered in the cash tender offers, and 98.45% of the 2029 Notes and 95.42% of the 2032 Notes were tendered in the exchange offers, with consents received from a majority of each series. For noteholders, the cash tender offers pay $1,012.50^a per $1,000 principal for early tenders, including a $50.00 early payment, plus accrued interest.

The exchange offers convert each $1,000^b of 2029 or 2032 Notes into $1,000 of new Rocket senior notes with identical coupons and maturities, plus a $2.50 cash consent payment. Early-tendered exchange volume of about $1.69 billion sits within the $1.75 billion cap on new Rocket notes. Tendered amounts in the cash tender offers total about $1.11 billion of principal.

The consent solicitations would strip most protective terms from the Nationstar notes, including change-of-control offers, substantially all restrictive covenants, certain defeasance conditions, and most events of default. These amendments become operative only when Rocket accepts the tendered notes, which is tied to completion of the Mr. Cooper acquisition. The offers expire September 2, 2025, but Rocket expects to extend them until the acquisition closes, so the outcome depends on the deal closing.

02—Key points

Key Highlights

Cash tender offers for Nationstar's 5.125% 2030 Notes ($650.0M) and 5.750% 2031 Notes ($600.0M): 88.33% and 89.13% of principal, or about $1.11 billion combined, tendered early at $1,012.50 per $1,000 (including a $50.00 early payment).
Exchange offers for Nationstar's 6.500% 2029 Notes ($750.0M) and 7.125% 2032 Notes ($1.0B): 98.45% and 95.42% tendered early, for about $1.69 billion in exchange volume against a $1.75 billion cap on new Rocket notes.
Exchange consideration is $1,000 of new Rocket senior notes per $1,000 of existing notes, with matching coupons, maturities, and redemption terms, plus a $2.50 cash consent payment.
Majority consents were received for all four series, so supplemental indentures were executed. Proposed amendments remove change-of-control offers, most restrictive covenants, certain defeasance conditions, and most events of default, but become operative only upon acceptance of tendered notes.
New Rocket notes will be guaranteed on a senior unsecured basis by Rocket Mortgage, LLC, its qualifying subsidiaries, Redfin Corporation, Mr. Cooper, and Mr. Cooper's qualifying subsidiaries.
Expiration is September 2, 2025, but Rocket expects to extend it until the Mr. Cooper acquisition closes, making completion of the merger the key condition for settlement.
Key risks include failure to complete the Mr. Cooper transaction (including Mr. Cooper stockholder approval), termination fee exposure, integration and synergy shortfalls, and value of the Rocket securities issued in the deal.

03—Questions

Frequently Asked Questions

What is the purpose of these tender and exchange offers?
They are part of Rocket's pending acquisition of Mr. Cooper Group. The offers let Rocket retire or refinance Nationstar's existing notes, and the consent solicitations remove restrictive covenants and change-of-control obligations that would otherwise be triggered by the acquisition.
What do noteholders receive in the cash tender offers?
Holders who tendered by the August 15, 2025 Early Tender Deadline receive $1,012.50 per $1,000 principal ($962.50 tender consideration plus a $50.00 early payment), plus accrued interest to the settlement date. Later tenders receive $962.50 plus accrued interest.
What happens to holders who exchange their notes for new Rocket notes?
Holders who tendered early receive $1,000 of new Rocket senior notes for each $1,000 of 2029 or 2032 Notes, along with a $2.50 cash consent payment per $1,000. The new notes keep the same coupon, maturity, and redemption terms, and accrue interest from the last payment date on the old notes. Holders who tender after the early deadline receive the same exchange consideration, but no consent payment is paid on tenders made only after the early deadline.
Why does the consent process matter for remaining noteholders?
Once the proposed amendments become operative, the Nationstar notes lose most protective covenants, change-of-control put rights, and most events of default, except nonpayment of principal and interest. Holders who do not tender remain bound by the amended indentures, so they lose these protections even though they keep their notes.
What could prevent these transactions from closing?
Completion depends on the Mr. Cooper acquisition closing on the terms of the March 31, 2025 merger agreement. Risks include failure to obtain required approvals, including Mr. Cooper stockholder approval, a termination event that could trigger a termination fee, and other closing conditions. If the merger does not close, the tender and exchange offers would not settle.

04—Continue

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