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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
August 4, 2025
| Rocket
Companies, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
001-39432 |
84-4946470 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
1050 Woodward Avenue
Detroit, MI 48226 |
| (Address of principal executive offices) (Zip Code) |
| |
| (313) 373-7990 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Class A common stock,
par value $0.00001 per share |
|
RKT |
|
New York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Tender Offers and Consent Solicitations
On
August 4, 2025, Rocket Companies, Inc. (the “Company”), issued a press release
announcing that the Company has commenced cash tender offers to purchase for cash any and all of Nationstar Mortgage Holdings Inc.’s
(“Nationstar”) $650.0 million aggregate principal amount of outstanding 5.125%
Senior Notes due 2030 (the “2030 Notes”) and any and all of Nationstar’s
$600.0 million aggregate principal amount of outstanding 5.750% Senior Notes due 2031 (the “2031
Notes”) and a solicitation of consents to amend certain provisions of the indentures governing the 2030 Notes and 2031 Notes
(the “Tender Offer Proposed Amendments”) to (i) eliminate the requirement
to make a “Change of Control” offer for the related 2030 Notes and 2031 Notes following the consummation of the Company’s
acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”) and future transactions, (ii) eliminate
substantially all of the restrictive covenants in the applicable Indenture and the 2030 Notes and 2031 Notes, (iii) eliminate certain
conditions to legal defeasance or covenant defeasance in the applicable Indenture and the 2030 Notes and 2031 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 2030 Notes and 2031
Notes (collectively, the “Tender Offers”). The terms and conditions of the
Tender Offers are described in the Company’s Offer to Purchase and Consent Solicitation Statement, dated August 4, 2025 (the “Offer
to Purchase”).
Exchange
Offers and Consent Solicitations
Concurrently
with the Tender Offers, the Company also issued a press release announcing that the Company has commenced an offer to exchange any and
all of Nationstar’s $750.0 million aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the “2029
Notes”) and any and all of Nationstar’s $1.0 billion aggregate principal amount of outstanding 7.125% Senior Notes
due 2032 (the “2032 Notes” and, together with the 2029 Notes, 2030 Notes,
and 2031 Notes, the “Notes”) for up to $1.75 billion aggregate principal amount
of new senior notes issued by the Company and a solicitation of consents to amend certain provisions of the indentures governing the 2029
Notes and 2032 Notes to (i) eliminate the requirement to make a “Change of Control” offer for the related 2029 Notes and 2032
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 2029 Notes and 2032 Notes, (iii) eliminate certain conditions to
legal defeasance or covenant defeasance in the applicable Indenture and the 2029 Notes and 2032 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 2029 Notes and 2032 Notes. (the “Exchange
Offer Proposed Amendments” and, together with the Tender Offer Proposed Amendments, the “Proposed
Amendments”) (collectively, the “Exchange Offers”). The terms
and conditions of the Exchange Offers are described in the Company’s Offering Memorandum and Consent Solicitation Statement, dated
August 4, 2025 (the “Offering Memorandum”).
The
consummation of the Tender Offers and the Exchange Offers for the Notes of any series are subject to, and conditioned upon, the satisfaction
or waiver of certain conditions described in the Offer to Purchase and Offering Memorandum, including, among other things, (a) the receipt
of the Requisite Consents for such series of Notes, the execution by Nationstar and the applicable Trustee of the Supplemental Indenture
for such series of 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 acquisition of Mr. Cooper
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.
A
copy of the press releases relating to the Tender Offers and the Exchange Offers are attached hereto as Exhibit 99.1 and 99.2, respectively,
and are incorporated by reference into this Item 8.01.
Forward Looking
Statements
This communication contains statements herein regarding
the proposed transaction between Rocket 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 Agreement and Plan of Merger (the
“Merger Agreement”) entered into by Rocket and Mr. Cooper on March 31, 2025; the issuance of common stock of Rocket 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’s 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’s or Mr. Cooper’s ability to attract,
motivate, retain and hire key personnel and maintain relationships with others with whom Rocket or Mr. Cooper does business, or on Rocket’s
or Mr. Cooper’s operating results and business generally; (iv) that the proposed transaction may divert management’s attention
from each of Rocket’s 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 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’s 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 securities to be issued in the proposed transaction; (xiii) the risk that integration of the Rocket 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 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 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.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated August 4, 2025, announcing the Tender Offers |
| |
|
|
| 99.2 |
|
Press release, dated August 4, 2025, announcing the Exchange Offers |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 4, 2025
| |
ROCKET COMPANIES, INC. |
|
| |
|
|
|
| |
By: |
/s/ Noah Edwards |
|
| |
Name: |
Noah Edwards |
|
| |
Title: |
Chief Accounting Officer |
|
