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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) September 9, 2020
| 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(s) |
|
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 registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).
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 8.01 Other Events.
Notes Offerings
On
September 9, 2020, Quicken Loans, LLC (the “Issuer”)
and Quicken Loans Co-Issuer, Inc. (the “Co-Issuer” and, together
with the Issuer, the “Issuers”), each a subsidiary of Rocket
Companies, Inc. (the “Company”), announced, and upsized and
priced, the private offering of $750 million aggregate principal amount of 3.625% senior notes due 2029 and $1,250.0 million
aggregate principal amount of 3.875% senior notes due 2031 (collectively, the “Notes”)
in a private transaction pursuant to Rule 144A and/or Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”) (the “Offering”).
The Issuer expects
to use the net proceeds from the Offering (i) to redeem all of its outstanding $1,250.0 million aggregate principal amount of 5.75%
Senior Notes due 2025, (ii) to pay any related fees and expenses and (iii) for general corporate purposes.
Copies of the
press releases announcing the Offering and the upsizing and pricing of the Offering are attached to this report as Exhibit
99.1 and Exhibit 99.2, respectively, and incorporated by reference herein.
Over-Allotment
of Initial Public Offering
On
September 9, 2020, the Company sold an additional 15,000,000 shares of its Class A
common stock, par value $0.00001 per share (the “Common Stock”), at
a purchase price per share of $17.59 (the offering price per share to the public of $18.00 per share minus the underwriting discount
and commissions), pursuant to the underwriters’ exercise in full of the over-allotment
option the Company granted to the underwriters in connection with its recently closed initial public offering of 100,000,000 shares
of Common Stock. The Company used the entire aggregate amount of the net proceeds
from the exercise of the over-allotment to acquire 15,000,000 non-voting common interest units of RKT Holdings, LLC, a Michigan
limited liability company, and shares of Class D common stock from Rock Holdings Inc., a Michigan corporation.
Forward Looking Statements
Some of the statements contained
in this filing and other reports, filings, and other public written and verbal announcements are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are generally identified by the use of words such as “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. These forward-looking statements
reflect our views with respect to future events as of the date they were made and are based on our management's current expectations,
estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected
in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct.
All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could
cause future events or results to be materially different from those stated or implied in this document. It is not possible to
predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the
section titled “Risk Factors” in our filings with the Securities and Exchange Commission. These factors should not
be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this filing
and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether
as a result of new information, future developments or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: September
9, 2020
| |
ROCKET COMPANIES, INC. |
|
| |
|
|
|
| |
By: |
/s/ Julie Booth |
|
| |
Name: |
Julie Booth |
|
| |
Title: |
Chief Financial Officer and Treasurer |
|
EXHIBIT 99.1
Rocket Companies Announces Offering of Senior Notes due 2029 and Senior Notes due 2031
DETROIT, September 9, 2020 – Rocket Companies, Inc. (NYSE:RKT) (the “Company” or “Rocket Companies”), a Detroit-based holding company consisting of
tech-driven real estate, mortgage and financial services businesses – including Rocket Mortgage, Rocket Homes and Rocket Auto – today announced its subsidiaries, Quicken Loans, LLC (the “Issuer”) and Quicken Loans Co-Issuer, Inc. (the “Co-Issuer”
and, together with the Issuer, the “Issuers”), are proposing to issue and sell $1.25 billion aggregate principal amount of senior notes due 2029 and senior notes due 2031 (collectively, the “Notes”) in an offering that will be exempt from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”).
The Issuer expects to use the net proceeds from the Offering, along with cash on hand, to (i) redeem all of its outstanding $1,250.0 million aggregate
principal amount of 5.75% Senior Notes due 2025 and (ii) pay any related fees and expenses.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act,
and outside the United States, to non-U.S. investors pursuant to Regulation S. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption with respect to the 5.75% Senior Notes due 2025.
About Rocket Companies
Rocket Companies is a Detroit-based holding company consisting of personal finance and consumer service brands including Rocket Mortgage, Rocket Homes,
Rocket Loans, Rocket Auto, Rock Central, Amrock, Core Digital Media, Rock Connections, Lendesk and Edison Financial. Since 1985, Rocket Companies has been obsessed with helping its clients achieve the American dream of home ownership and financial
freedom. Rocket Companies offers an industry-leading client experience powered by our simple, fast, and trusted digital solutions. Rocket Companies has 20,000 team members across the United States. Its flagship company, Rocket Mortgage, has been
named to Fortune magazine's list of “100 Best Companies to Work For” for 17 consecutive years.
Forward-Looking Statements
Some of the statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as “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. These forward-looking statements reflect our views with respect to future events as of the date of
this release and are based on our management's current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are
reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or
results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled
“Risk Factors” in the Company’s filings with the Securities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release
and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Investor Relations Contacts:
Jason McGruder or John Shallcross
ir@rocketcompanies.com
(313) 373-7990
Media Contact:
Aaron Emerson
aaronemerson@rockcentraldetroit.com
(313) 373-3035
EXHIBIT 99.2
Rocket Companies Announces Upsizing and Pricing of Senior Notes due 2029 and
Senior Notes due 2031
DETROIT, September 9, 2020 – Rocket Companies, Inc. (NYSE:RKT) (the “Company” or “Rocket Companies”), a Detroit-based
holding company consisting of tech-driven real estate, mortgage and financial services businesses – including Rocket Mortgage, Rocket Homes and Rocket Auto –today announced its subsidiaries, Quicken Loans, LLC (the “Issuer”) and Quicken Loans
Co-Issuer, Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”), priced their private offering of $750 million aggregate principal amount of 3.625% senior notes due 2029 and $1.25 billion aggregate principal amount of 3.875% senior notes
due 2031 (collectively, the “Notes” and such offering, the “Offering”). The aggregate principal amount of the Notes to be issued was increased to $2.0 billion from the previously announced $1.25 billion.
The Offering is expected to close on September 14, 2020, subject to certain customary conditions.
The Issuer expects to use the net proceeds from the Offering (i) to redeem all of its outstanding $1,250.0 million
aggregate principal amount of 5.75% Senior Notes due 2025, (ii) to pay any related fees and expenses and (iii) for general corporate purposes.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on
Rule 144A under the Securities Act, and outside the United States, to non-U.S. investors pursuant to Regulation S. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or
sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption with respect to the 5.75% Senior Notes due 2025.
About Rocket Companies
Rocket Companies is a Detroit-based holding company consisting of personal finance and consumer service brands
including Rocket Mortgage, Rocket Homes, Rocket Loans, Rocket Auto, Rock Central, Amrock, Core Digital Media, Rock Connections, Lendesk and Edison Financial. Since 1985, Rocket Companies has been obsessed with helping its clients achieve the American
dream of home ownership and financial freedom. Rocket Companies offers an industry-leading client experience powered by our simple, fast, and trusted digital solutions. Rocket Companies has 20,000 team members across the United States. Its flagship
company, Rocket Mortgage, has been named to Fortune magazine's list of “100 Best Companies to Work For” for 17 consecutive years.
Forward-Looking Statements
Some of the statements contained in this press release are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as “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. These forward-looking statements reflect our views with respect to
future events as of the date of this release and are based on our management's current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and
could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described
under the section titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included
in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable
law.
Investor Relations Contacts:
Jason McGruder or John Shallcross
ir@rocketcompanies.com
(313) 373-7990
Media Contact:
Aaron Emerson
aaronemerson@rockcentraldetroit.com
(313) 373-3035
