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Rocket Companies, Inc. (NYSE: RKT) has filed Amendment No. 1 to its Form S-4 to register shares for the proposed acquisition of Mr. Cooper Group Inc. (NASDAQ: COOP). The deal, executed 31 March 2025, will be effected through a two-step merger in which:
- Each Mr. Cooper share will be converted into 11 shares of Rocket Class A common stock plus cash in lieu of fractional shares.
- Mr. Cooper shareholders will also receive a pre-closing special cash dividend of $2.00 per share.
The fixed 11:1 exchange ratio represents a ~35 % premium to Mr. Cooper’s 30-day VWAP prior to announcement. Post-close, former Mr. Cooper holders are expected to own roughly 25 % of Rocket’s Class A stock (after giving effect to Rocket’s pending Redfin acquisition).
Rocket’s board unanimously approved the transaction and the associated share issuance; Rock Holdings Inc. (79 % voting power) has already delivered written consent, so no further Rocket shareholder vote is required. Mr. Cooper, however, must secure majority approval at a special virtual meeting; its board unanimously recommends the deal.
Financing & Structure:• Rocket obtained $4 bn of senior unsecured notes (2030 & 2033) and retains a $950 m commitment to refinance Mr. Cooper debt and pay fees. • Termination fees: Rocket pays $500 m if it walks; Mr. Cooper pays ~$306.9 m under specified scenarios. • No appraisal rights for Mr. Cooper holders.
Governance: A separate letter agreement ensures that two Mr. Cooper-designated directors join Rocket’s board for at least three years, with protections against removal.
Regulatory & Timing: Parties target Q4 2025 closing, subject to customary regulatory approvals and Mr. Cooper shareholder vote.
Investment Takeaways: The deal expands Rocket’s mortgage servicing footprint, but increases share count well above the 20 % NYSE threshold, diluting existing RKT holders. Mr. Cooper investors lock in a cash dividend and a sizeable premium but will face exposure to Rocket’s share performance until closing.
Cartesian Growth Corporation II (Nasdaq: RENE/RENEW/RENEU) filed an 8-K to disclose its seventh one-month extension of the SPAC business-combination deadline. The Board approved moving the deadline from 6 June 2025 to 5 July 2025, leaving five additional one-month extensions available under the Articles. To fund the extension, the Sponsor drew $250,000 under an unsecured promissory note dated 6 Nov 2024 (up to $2.4 million total) and will deposit the cash into the IPO trust account. The draw increases the Company’s direct financial obligation to the Sponsor but preserves the $10.29 per share (approx.) trust value for public shareholders while management continues to search for a target. No target announcement, financial results, or other material transactions were reported.
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