8-KOther EventsExhibits & Filings

Rocket Companies, Inc. 8-K Report, Corporate Update (Aug 18, 2025)

Filed August 18, 2025For Securities:RKT

Summary

Rocket Companies, Inc. (RKT) has filed an 8-K report detailing significant progress in its tender and exchange offers related to its pending acquisition of Mr. Cooper Group Inc. The company announced early tender results for its senior notes, with a substantial majority of both the 5.125% Senior Notes due 2030 and 5.750% Senior Notes due 2031 being tendered for repurchase. This early tender participation also secured the necessary consents to amend the indentures governing these notes, effectively eliminating restrictive covenants and 'Change of Control' provisions following the acquisition. Furthermore, the report highlights strong participation in the concurrent exchange offers for Nationstar Mortgage Holdings Inc. (a Mr. Cooper subsidiary) notes. A significant portion of the 6.500% Senior Notes due 2029 and 7.125% Senior Notes due 2032 were tendered for exchange into new senior notes issued by Rocket Companies. These exchange offers also received the required consents to implement similar amendments to the governing indentures. The company anticipates extending the expiration dates for these offers to align with the consummation of the Mr. Cooper acquisition.

Key Highlights

  • 1Rocket Companies announced strong early tender participation in offers to repurchase its outstanding 5.125% Senior Notes due 2030 and 5.750% Senior Notes due 2031, with 88.33% and 89.13% tendered, respectively.
  • 2The tender offers secured requisite consents to amend the indentures for these notes, eliminating restrictive covenants and 'Change of Control' provisions, effective upon acceptance of tendered notes.
  • 3Rocket also reported high early participation in exchange offers for Nationstar Mortgage Holdings Inc. notes, with 98.45% of 6.500% Senior Notes due 2029 and 95.42% of 7.125% Senior Notes due 2032 tendered.
  • 4The exchange offers will provide new senior notes issued by Rocket Companies, plus a small cash payment for consents.
  • 5Similar to the tender offers, the exchange offers received requisite consents to amend the governing indentures, implementing comparable changes to note covenants.
  • 6The company anticipates extending the expiration dates of both tender and exchange offers to coincide with the closing of the pending acquisition of Mr. Cooper Group Inc.
  • 7The successful completion of these offers is conditioned upon the substantially concurrent consummation of the Mr. Cooper acquisition.

Frequently Asked Questions

The primary purposes are to facilitate the upcoming acquisition of Mr. Cooper Group Inc. by Rocket Companies. These offers aim to manage the debt structure of both entities, allowing for more streamlined debt management post-acquisition by modifying or repurchasing existing debt instruments and removing restrictive covenants that might hinder future strategic flexibility.

Eliminating the 'Change of Control' provisions means that following the consummation of the Mr. Cooper acquisition, the company will not be obligated to make a specific offer to repurchase the affected notes upon a change of control. This provides the combined entity with greater flexibility in managing its capital structure and avoids potentially large, immediate debt repurchases that could strain liquidity.

In the exchange offer, holders of eligible 2029 and 2032 Nationstar notes are offered $1,000 principal amount of new Rocket Notes for every $1,000 principal amount of their existing notes. Additionally, they will receive a cash payment of $2.50 per $1,000 principal amount for validly delivered consents. Interest on the new Rocket Notes will accrue from the most recent interest payment date of the corresponding exchanged notes.

These tender and exchange offers are directly linked to and are conditioned upon the substantially concurrent consummation of the Mr. Cooper Group Inc. acquisition. The company is extending the offer periods to align with the expected closing date of the acquisition, indicating that the successful completion of these debt management activities is crucial for the overall transaction.