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Rocket Companies, Inc. (NYSE: RKT) filed a Form 8-K announcing the completion of a sizeable debt financing linked to its pending acquisitions of Redfin Corporation and Mr. Cooper Group Inc. On 20 June 2025 the company closed a private Rule 144A / Reg S offering of $4.0 billion senior unsecured notes split into two tranches:
- $2.0 billion 6.125% Senior Notes due 1 August 2030
- $2.0 billion 6.375% Senior Notes due 1 August 2033
The notes are fully and unconditionally guaranteed on a senior unsecured basis by Rocket Mortgage, LLC and its domestic subsidiaries. Following the closings of the Redfin and Mr. Cooper acquisitions, those entities and selected subsidiaries will also become guarantors.
Use of proceeds. Management intends to apply the cash to (i) redeem Nationstar Mortgage Holdings (NMH) notes maturing 2026-2028 at par plus accrued interest, (ii) pay transaction fees, (iii) optionally redeem, purchase or amend additional NMH notes maturing 2029-2032, and (iv) repay secured debt after the Mr. Cooper transaction. If the Mr. Cooper acquisition is not consummated by 30 September 2026, a special mandatory redemption of the new notes will occur; a partial redemption also applies to unused proceeds 45 days post-acquisition.
Key terms. The 2030 and 2033 notes pay cash interest semi-annually starting 1 February 2026. Both carry standard high-yield covenants restricting new liens and major asset sales, and feature change-of-control put protections at 101% of principal. Make-whole and equity-claw optional redemptions are available before the first call dates (2030 notes: 1 Aug 2027; 2033 notes: 1 Aug 2028). No sinking fund is provided.
Supplemental guarantees. Concurrent with the offering, Rocket Companies executed three supplemental indentures that add the parent company as a joint and several guarantor of Rocket Mortgage notes due 2026, 2028, 2029, 2031 and 2033, further aligning capital-structure obligations across the group.
Materiality. The transaction materially increases Rocket Companies’ long-term debt balance, secures funding for two transformative acquisitions, and extends the overall maturity profile out to 2033.
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