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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)
June 20, 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) |
| |
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| ☐ |
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)) |
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| ☐ |
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture
On June 20, 2025, Rocket Companies, Inc. (the
“Company”) closed its previously announced offering of $2.0 billion aggregate principal amount of 6.125% senior notes
due 2030 (the “2030 Notes”) and $2.0 billion aggregate principal amount of 6.375% senior notes due 2033 (the “2033
Notes” and collectively with the 2030 Notes, the “Notes”) in private transactions pursuant to Rule 144A and/or
Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”).
The Notes were issued pursuant to an Indenture, dated as of June 20, 2025 (the “Indenture”), among the Company, the
guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Indenture is filed as Exhibit 4.1 hereto and
is incorporated by reference herein.
The
Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Rocket Mortgage, LLC (“Rocket
Mortgage”) and each of Rocket Mortgage’s domestic subsidiaries that are issuers or guarantors under Rocket Mortgage’s
existing senior notes. Upon the consummation of the previously announced proposed acquisition of Redfin Corporation (“Redfin”
and such acquisition, the “Redfin Acquisition”), the Notes will also be guaranteed, on a senior unsecured basis, by
Redfin. Upon the consummation of the previously announced proposed acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”
and such acquisition, the “Mr. Cooper Acquisition”), the Notes will also be guaranteed, jointly and severally, on a
senior unsecured basis, by Mr. Cooper and each of Mr. Cooper’s subsidiaries that are issuers or guarantors of existing senior notes
of Nationstar Mortgage Holdings Inc.’s, a subsidiary of Mr. Cooper (“NMH”). In the future, any subsidiary
of the Company that guarantees or issues any Additional Capital Markets Debt (as defined in the Indenture) will guarantee the Notes.
The Company intends to use the proceeds from
the Offering to (i) on the closing date for the Mr. Cooper Acquisition, redeem NMH’s 5.000% senior notes due 2026, 6.000% senior
notes due 2027 and 5.500% senior notes due 2028 at redemption prices equal to 100% of the principal amount of such notes, plus accrued
and unpaid interest to, but excluding, the redemption date (the “Redemption”), (ii) pay fees and expenses related to
the Offering and the Redemption, (iii) at the Company’s discretion, redeem, purchase (including, if required, in a change of control
offer) and/or amend NMH’s 6.500% senior notes due 2029, 5.125% senior notes due 2030, 5.750% senior notes due 2031 and 7.125% senior
notes due 2032 and pay fees and expenses in connection therewith and (iv) after the consummation of the Mr. Cooper Acquisition, repay
secured debt of the Company and its subsidiaries (including Redfin, Mr. Cooper and their subsidiaries).
The
Notes will be subject to a special mandatory redemption if the Mr. Cooper Acquisition is not consummated by September 30, 2026, and a
partial special mandatory redemption 45 days after the Mr. Cooper Acquisition for any of the Notes proceeds that are not, within 45 days
of the Mr. Cooper Acquisition, used in the Redemption or the repayment of other secured debt of the Company and its subsidiaries.
The 2030 Notes mature on August 1, 2030 unless
earlier redeemed or repurchased. No sinking fund is provided for the 2030 Notes. Cash interest on the 2030 Notes will accrue from June
20, 2025 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of
6.125% per year.
The 2033 Notes mature on August 1, 2033 unless
earlier redeemed or repurchased. No sinking fund is provided for the 2033 Notes. Cash interest on the 2033 Notes will accrue from June
20, 2025 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of
6.375% per year.
Prior to August 1, 2027, the Company may redeem
the 2030 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor more than 60 days’
notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium and
accrued and unpaid interest. On or after August 1, 2027, the Company may redeem the 2030 Notes at its option, in whole at any time or
in part from time to time, upon giving not less than 10 nor more than 60 days’ notice, at the redemption prices set forth in the
Indenture.
The Company may also redeem the 2030 Notes
prior to August 1, 2027, at any time or from time to time, in an amount equal to the net cash proceeds received by the Company or any
parent thereof from any equity offering at a redemption price equal to 106.125% of the principal amount plus accrued and unpaid interest,
if any, to but excluding the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the
original aggregate principal amount of the
2030 Notes (calculated after giving effect to any issuance of additional notes that are 2030 Notes), provided that the redemption takes
place not later than 90 days after the closing of the related equity offering; and not less than 50% of the principal amount of the 2030
Notes remains outstanding immediately thereafter.
Prior to August 1, 2028, the Company may redeem
the 2033 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor more than 60 days’
notice, at a redemption price equal to 100% of the principal amount of the 2033 Notes redeemed, plus a “make-whole” premium
and accrued and unpaid interest. On or after August 1, 2028, the Company may redeem the 2033 Notes at its option, in whole at any time
or in part from time to time, upon giving not less than 10 nor more than 60 days’ notice, at the redemption prices set forth in
the Indenture.
The Company may also redeem the 2033 Notes
prior to August 1, 2028, at any time or from time to time, in an amount equal to the net cash proceeds received by the Company or any
parent thereof from any equity offering at a redemption price equal to 106.375% of the principal amount plus accrued and unpaid interest,
if any, to but excluding the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original
aggregate principal amount of the 2033 Notes (calculated after giving effect to any issuance of additional notes that are 2033 Notes),
provided that the redemption takes place not later than 90 days after the closing of the related equity offering; and not less than 50%
of the principal amount of the 2033 Notes remains outstanding immediately thereafter.
The Indenture contains covenants that limit
the ability of the Company and its subsidiaries to, among other things: (i) create liens on assets and (ii) consolidate, merge, sell or
otherwise dispose of all or substantially all of their assets. These covenants are subject to a number of important limitations and exceptions.
Additionally, upon the occurrence of specified change of control triggering events, the Company shall offer to repurchase the Notes at
101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The Indenture sets forth certain events of
default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events
of default involving the Company, or any of their significant subsidiaries, after which the Notes become automatically due and payable.
The Notes were offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, or to non-U.S. investors in reliance
on Regulation S under the Securities Act. The Notes were not, and will not be, registered under the Securities Act or any state securities
laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act and applicable state laws.
Supplemental Indentures
2020 Supplemental Indenture
On June 20, 2025, the Company entered into
a supplemental indenture (the “2020 Supplemental Indenture”) to the Indenture dated as of September 14,
2020, among (i) Rocket Mortgage, (ii) Rocket Mortgage Co-Issuer, Inc. (together with Rocket Mortgage, the “Issuers”),
(iii) the guarantors party thereto (collectively the “Existing Guarantors”), and (iv) Deutsche Bank Trust Company
Americas, as trustee (the “Trustee”).
Pursuant to the 2020 Supplemental Indenture,
the Company agreed to fully and unconditionally, jointly and severally with the Existing Guarantors, guarantee the Issuers’ 3.625%
Senior Notes due 2029 and 3.875% Senior Notes due 2031.
Second Supplemental Indenture
On June 20, 2025, the Company entered into
a second supplemental indenture (the “Second Supplemental Indenture”) to the Indenture dated as of December 8, 2017,
as previously supplemented on October 4, 2021, among Rocket Mortgage, the Existing Guarantors, and the Trustee.
Pursuant to the Second Supplemental Indenture,
the Company agreed to fully and unconditionally, jointly and severally with the Existing Guarantors, guarantee Rocket Mortgage’s
5.250% Senior Notes due 2028.
2021 Supplemental Indenture
On June 20, 2025, the Company entered into
a supplemental indenture (the “2021 Supplemental Indenture”) to the Indenture dated as of October 5, 2021,
among the Issuers, the Existing Guarantors, and the Trustee.
Pursuant to the 2021 Supplemental Indenture,
the Company agreed to fully and unconditionally, jointly and severally with the Existing Guarantors, guarantee the Issuers’ 2.875%
Senior Notes due 2026 and 4.000% Senior Notes due 2033.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 above
is hereby incorporated in this Item 2.03 by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
| |
|
| (d) |
Exhibits |
|
Exhibit No. |
|
Description |
| 4.1 |
|
Indenture, dated as of June 20, 2025, among Rocket Companies, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. |
| 4.2 |
|
Form of 6.125% Senior Notes due 2030 (included in Exhibit 4.1). |
| 4.3 |
|
Form of 6.375% Senior Notes due 2033 (included in Exhibit 4.1). |
| 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: June 20, 2025
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ROCKET COMPANIES, INC. |
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By: |
/s/ Noah Edwards |
|
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Name: |
Noah Edwards |
|
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Title: |
Chief Accounting Officer |
|
