Rocket Companies Announces Exchange Offers and Consent Solicitations for Any and All of Nationstar Mortgage Holdings Inc.'s 6.500% Senior Notes Due 2029 and 7.125% Senior Notes Due 2032
Rhea-AI Summary
Rocket Companies (NYSE:RKT) has launched exchange offers for $1.75 billion of Nationstar Mortgage Holdings' senior notes in connection with its pending acquisition of Mr. Cooper Group. The exchange offers include $750 million of 6.500% Senior Notes due 2029 and $1 billion of 7.125% Senior Notes due 2032.
The exchange offers, expiring September 2, 2025, allow eligible holders to receive new Rocket Notes and cash considerations. Early tender participants (before August 15, 2025) will receive $1,000 principal amount of new notes plus $2.50 cash per $1,000 of existing notes. The company is also seeking consent to amend certain indenture terms, including eliminating change of control requirements and restrictive covenants.
The completion of the exchange offers is contingent upon receiving majority noteholder consents and the concurrent closing of the Mr. Cooper acquisition.
Positive
- Strategic acquisition of Mr. Cooper Group enhancing Rocket's market position
- Comprehensive $1.75 billion debt restructuring opportunity
- Early tender incentives offering full principal exchange plus cash premium
- Strong backing from multiple major financial institutions as dealer managers
Negative
- Complex debt restructuring requiring majority noteholder approval
- Significant debt obligations being assumed through the exchange
- Multiple conditions required for deal completion including merger closing
- Potential extension risks if Mr. Cooper acquisition timing changes
News Market Reaction – RKT
In the Aug 4 session, RKT gained 2.06%, reflecting a moderate positive market reaction. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Title of Series | CUSIP | Aggregate | Consent | Exchange | Early Tender | Total Exchange | |
New Rocket Notes | New Rocket Notes | New Rocket Notes | |||||
Cash | (Principal Amount) | (Principal Amount) | (Principal Amount) | Cash | |||
| 144A CUSIP: | ||||||
Reg S CUSIP: | |||||||
| 144A CUSIP: | ||||||
Reg S CUSIP: | |||||||
_______________________________ | |
(1) | For each |
(2) | The Consent Payment (as set out in the table above) and the Early Tender Payment (as set out in the table above) will be paid to Eligible Holders (as defined herein) on the Settlement Date (as defined herein). In order to be eligible to receive the Consent Payment, Eligible Holders must, at or prior to the Early Tender Date (as defined herein), validly deliver and not validly revoke their related consents, even if such person is no longer the beneficial owner of such Existing Notes on the Expiration Date (as defined herein). |
(3) | The New Rocket Notes (as defined herein) will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Notes accepted in the Exchange Offers (as defined herein). If, at the Early Tender Date, the Majority Noteholder Consents (as defined herein) have been received, then the Exchange Consideration for each |
(4) | Includes the Consent Payment and the Early Tender Payment. |
In conjunction with the Exchange Offer, Rocket Companies is also soliciting consents (each, a "Consent Solicitation" and collectively, the "Consent Solicitations") from eligible holders of the Existing Notes (each such holder, an "Eligible Holder" and collectively, the "Eligible Holders"), to certain proposed amendments to the indenture, dated August 1, 2024 (the "2029 Notes Indenture"), which governs the 2029 Notes, and certain proposed amendments to the indenture, dated February 1, 2024 (the "2032 Notes Indenture" and, together with the 2029 Notes Indenture, the "Indentures"), which governs the 2032 Notes, to (i) eliminate the requirement to make a "Change of Control" offer for the related Existing Notes following the consummation of the Company's acquisition of Mr. Cooper and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the Existing Notes, (iii) eliminate certain conditions to legal defeasance or covenant defeasance in the applicable Indenture and the Existing Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Existing Notes (collectively, the "Proposed Amendments"). The terms and conditions of the Exchange Offers and Consent Solicitations are described in an Offering Memorandum and Consent Solicitation Statement, dated August 4, 2025 (the "Offering Memorandum and Consent Solicitation Statement").
In order for the Proposed Amendments to be adopted for any series of Existing Notes, consents from Eligible Holders of at least a majority of the aggregate principal amount of outstanding Existing Notes of such series (in each case, the "Majority Noteholder Consents") must be received. Assuming receipt of the Majority Noteholder Consents, Nationstar expects to execute and deliver a supplemental indenture to the relevant Indenture giving effect to the Proposed Amendments (each, a "Supplemental Indenture") promptly following the receipt of the Majority Noteholder Consents. Each Supplemental Indenture will become effective upon execution, but will provide that the applicable Proposed Amendments will not become operative until the Company accepts for purchase the Existing Notes validly tendered and not withdrawn in the Exchange Offers.
The Exchange Offers and Consent Solicitations will expire at 5:00 p.m.,
Any Eligible Holder that validly delivers at or prior to the Early Tender Date and does not validly revoke at or prior to the Consent Revocation Deadline a consent in the Consent Solicitations in respect of Existing Notes will be eligible to receive payment in cash of
For each
The "Settlement Date" will be on or before the second business day following the Expiration Date. To the extent the consummation of the Mr. Cooper Acquisition is not anticipated to occur on or before the then-anticipated Settlement Date, for any reason, we anticipate extending the Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date. During any extension of the Expiration Date, all Existing Notes previously tendered (and not validly withdrawn) in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by Rocket Companies.
The New Rocket Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by (a) Rocket Mortgage, LLC ("Rocket Mortgage"), (b) each of Rocket Mortgage's direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under Rocket Mortgage's existing senior notes, (c) Redfin Corporation, (d) Mr. Cooper and (e) each of Mr. Cooper's direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under the Existing Notes (such guarantors, collectively, the "Guarantors").
In addition, the New Rocket Notes issued in the Exchange Offers for validly tendered Existing Notes will have an interest rate and maturity date that is identical to that of the tendered Existing Notes, as well as identical interest payment dates and optional redemption prices. Each series of New Rocket Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Notes accepted in the Exchange Offers and Consent Solicitations.
The consummation of the Exchange Offers and Consent Solicitations for the Existing Notes of any series are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offering Memorandum and Consent Solicitation Statement, including, among other things, (a) the receipt of the Majority Noteholder Consents for such series of Existing Notes, the execution by Nationstar and the applicable trustee of the Supplemental Indenture for such series of Existing Notes implementing the Proposed Amendments to the applicable Indenture and such Supplemental Indenture remaining a valid and binding agreement in full force and effect and (b) the substantially concurrent consummation of the Mr. Cooper Acquisition on terms and conditions set forth in the Agreement and Plan of Merger, dated as of March 31, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, Maverick Merger Sub, Inc., Maverick Merger Sub 2, LLC, and Mr. Cooper.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
J.P. Morgan Securities LLC, Bofa Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, Mizuho Securities
None of Rocket Companies, its board of directors, Mr. Cooper, Nationstar, the Guarantors, the Dealer Managers, the Depositary and Information Agent, the Trustee under the Indentures, or any of their affiliates, makes any recommendation as to whether holders of the Existing Notes should tender any Existing Notes in response to the Exchange Offers and Consent Solicitations. The Exchange Offers and Consent Solicitations are made only by the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and Consent Solicitations are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Exchange Offers and Consent Solicitations are required to be made by a licensed broker or dealer, the Exchange Offers and Consent Solicitations will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Statements
This press release contains statements herein regarding the proposed transaction between Rocket Companies and Mr. Cooper. Future financial and operating results; benefits and synergies of the transaction; future opportunities for the combined company; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of Rocket Companies contemplated by the Merger Agreement; the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. Such forward-looking statements are based upon current beliefs, expectations and discussions related to the proposed transaction and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.
Risks and uncertainties include, among other things, (i) the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect Rocket Companies' and Mr. Cooper's businesses and the price of their respective securities; (ii) the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction, including stockholder approval by Mr. Cooper's stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed transaction; (iii) the effect of the announcement, pendency or completion of the proposed transaction on each of Rocket Companies' or Mr. Cooper's ability to attract, motivate, retain and hire key personnel and maintain relationships with others with whom Rocket Companies or Mr. Cooper does business, or on Rocket Companies' or Mr. Cooper's operating results and business generally; (iv) that the proposed transaction may divert management's attention from each of Rocket Companies' and Mr. Cooper's ongoing business operations; (v) the risk of any legal proceedings related to the proposed transaction or otherwise, including the risk of stockholder litigation in connection with the proposed transaction, or the impact of the proposed transaction thereupon, including resulting expense or delay; (vi) that Rocket Companies or Mr. Cooper may be adversely affected by other economic, business and/or competitive factors; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require payment of a termination fee; (viii) the risk that restrictions during the pendency of the proposed transaction may impact Rocket Companies' or Mr. Cooper's ability to pursue certain business opportunities or strategic transactions; (ix) the anticipated tax treatment of the proposed transaction may not be obtained, risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (x) the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; (xi) the impact of legislative, regulatory, economic, competitive and technological changes; (xii) risks relating to the value of Rocket Companies securities to be issued in the proposed transaction; (xiii) the risk that integration of the Rocket Companies and Mr. Cooper businesses post-closing may not occur as anticipated or the combined company may not be able to achieve the anticipated synergies expected from the proposed transaction, and the costs associated with such integration; and (xiv) the effect of the announcement, pendency or completion of the proposed transaction on the market price of the common stock of each of Rocket Companies and Mr. Cooper.
These risks, as well as other risks related to the proposed transaction, are more fully described in a registration statement on Form S-4/A (the "Registration Statement") filed by Rocket Companies with the Securities and Exchange Commission (the "SEC") on July 25, 2025 in connection with the proposed transaction. While the list of factors presented here and the list of factors presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in each company's filings with the SEC, including each company's most recent Annual Report on Form 10-K and Form 10-K/A, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available at the SEC's website http://www.sec.gov. The information set forth herein speaks only as of the date hereof, and any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof is hereby disclaimed.
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SOURCE Rocket Companies, Inc.