FORM 8-K
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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 15, 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.  

 

 

 

 

Item 8.01 Other Events.

 

Tender Offers and Consent Solicitations

On August 15, 2025, Rocket Companies, Inc. (the “Company” or “Rocket”), issued a press release announcing the early tender results of the Company’s previously announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) for the (i) $650.0 million aggregate principal amount of outstanding 5.125% Senior Notes due 2030 (the “2030 Notes”) and (ii) $600.0 million aggregate principal amount of outstanding 5.750% Senior Notes due 2031 (the “2031 Notes” and, together with the 2030 Notes, the “Tender Offer Notes”) of Nationstar Mortgage Holdings Inc.’s (“Nationstar”), a subsidiary of Mr. Cooper Group Inc. (“Mr. Cooper”). The Tender Offers and Consent Solicitations are being conducted in connection with the Company’s pending acquisition of Mr. Cooper (the “Mr. Cooper Acquisition”).

The Company announced that $574,125,000 in aggregate principal amount of the 2030 Notes, equal to 88.33% of the outstanding amounts of such notes, and $534,765,000 in aggregate principal amount of the 2031 Notes, equal to 89.13% of the outstanding amounts of such notes, were validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on August 15, 2025 (the “Early Tender Deadline”). Subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated August 4, 2025 (the “Offer to Purchase”), Tender Offer Notes validly tendered (and not validly withdrawn) prior to the Early Tender Deadline will be accepted for repurchase at a price of $1,012.50 per $1,000 of principal amount of the Tender Offer Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Tender Offer Notes up to, but not including, the Settlement Date, as such term is defined in the Offer to Purchase.

Because the Company received consents in respect of a majority of the aggregate principal amount of each series of outstanding Tender Offer Notes (the “Requisite Consents”), Nationstar and Computershare Trust Company, N.A., as trustee (the “Trustee”), executed and delivered a second supplemental indenture to the 2030 Notes Indenture (the “2030 Supplemental Indenture”) and a second supplemental indenture to the 2031 Notes Indenture (the “2031 Supplemental Indenture” and, together with the 2030 Supplemental Indenture, the “Tender Offer Supplemental Indentures”), (i) eliminating the requirement to make a “Change of Control” offer for the related Tender Offer Notes following the consummation of the Mr. Cooper Acquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the Tender Offer Notes, (iii) eliminating certain conditions to legal defeasance or covenant defeasance in the applicable Indenture and the Tender Offer Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay principal of and interest on the Tender Offer Notes (collectively, the “Proposed Amendments”). Each Tender Offer Supplemental Indenture became effective upon execution, but provides that the applicable Proposed Amendments will not become operative until the Company accepts for purchase the Tender Offer Notes satisfying the Requisite Consents in the Tender Offers and Consent Solicitations.

The Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on September 2, 2025, unless extended or earlier terminated by the Company (the “Expiration Date”). The Company anticipates extending the Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date.

A copy of the press release announcing the early tender results of the Tender Offers and Consent Solicitations is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Exchange Offers and Consent Solicitations

Concurrently with the Tender Offers and Consent Solicitations, the Company also issued a press release announcing the early results as of 5:00 p.m., New York City time, on August 15, 2025 (the “Early Tender Date”), of the previously announced exchange offers for the (i) $750.0 million aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the “2029 Notes”) and (ii) $1.0 billion aggregate principal amount of outstanding 7.125% Senior Notes due 2032 (the “2032 Notes”, together with the 2029 Notes, the “Exchange Offer Notes” and, the Exchange Offer Notes and the Tender Offer Notes, collectively the “Notes”) of Nationstar for up to $1.75 billion aggregate principal amount of new senior notes issued by the Company (the “New Rocket Notes”), and solicitations of consents to make substantially the same amendments as the Proposed Amendments to the Indentures governing the 2029 Notes and 2032 Notes, as applicable (collectively, the “Exchange Offers and Consent Solicitations”).

 

 

 

The Company announced that $738,342,000 in aggregate principal amount of the 2029 Notes, equal to 98.45% of the outstanding amount of such notes, and $954,213,000 in aggregate principal amount of the 2032 Notes, equal to 95.42% of the outstanding amount of such notes, were validly tendered (and not validly withdrawn) for exchange prior to the Early Tender Date. Subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated August 4, 2025 (the “Offering Memorandum”), each $1,000 principal amount of Exchange Offer Notes (i) validly tendered (and not validly withdrawn) prior to the Early Tender Date and (ii) beneficially owned by eligible holders at the Expiration Date will be accepted for exchange at a rate equal to $1,000 principal amount of the applicable series of the New Rocket Notes, plus a payment in cash of $2.50 per such principal amount of such Exchange Offer Notes for any related consents validly delivered (and not validly revoked) prior to the Early Tender Date. The New Rocket Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Exchange Offer Notes accepted in the Exchange Offers and Consent Solicitations.

Because the Company received consents in respect of a majority of the aggregate principal amount of each series of outstanding Exchange Offer Notes (the “Majority Noteholder Consents”), Nationstar and the Trustee executed and delivered a supplemental indenture to the 2029 Mr. Cooper Notes Indenture (the “2029 Supplemental Indenture”) and a supplemental indenture to the 2032 Mr. Cooper Notes Indenture (the “2032 Supplemental Indenture” and, together with the 2029 Supplemental Indenture, the “Exchange Offer Supplemental Indentures”), effectuating the Proposed Amendments, as applicable. Each Exchange Offer Supplemental Indenture became effective upon execution, but provides that the applicable Proposed Amendments will not become operative until the Company accepts for exchange the Exchange Offer Notes validly tendered (and not validly withdrawn) in the Exchange Offers and Consent Solicitations.

The Exchange Offers and Consent Solicitations will expire on the Expiration Date. The Company anticipates extending the Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date, as such term is defined in the Offering Memorandum.

A copy of the press releases announcing the early tender results of the Exchange Offers and Consent Solicitations is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

The terms and conditions of the Tender Offers and Consent Solicitations are described in the Company’s Offer to Purchase. The terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum. The consummation of the Tender Offers and Consent Solicitations and the Exchange Offers and Consent Solicitations 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 the Offering Memorandum, including, among other things, the substantially concurrent consummation of the Mr. Cooper Acquisition 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.

This Current Report on Form 8-K does not constitute an offer to purchase nor a solicitation of an offer to sell any Notes under the Tender Offers and Consent Solicitations or the Exchange Offers and Consent Solicitations. The Tender Offers and Consent Solicitations and the Exchange Offers and Consent Solicitations are only being made pursuant to the Offer to Purchase and the Offering Memorandum. The Tender Offers and Consent Solicitations and the Exchange Offers and Consent Solicitations are not being made to holders of Notes in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such jurisdiction.

Capitalized terms in this Item 8.01 not defined herein have the meanings attributed to them in the Offer to Purchase or the Offering Memorandum, as applicable.

 

 

 

 

 

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 Merger Agreement; 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 9.01Financial Statements and Exhibits.
(d)Exhibits

 

Exhibit No.

 

Description

99.1  

Press release, dated August 15, 2025, announcing the early tender results of the Tender Offers and Consent Solicitations

     
99.2  

Press release, dated August 15, 2025, announcing the early tender results of the Exchange Offers and Consent Solicitations

     
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 15, 2025

 

  ROCKET COMPANIES, INC.  
       
 

By:

/s/ Noah Edwards  
  Name: Noah Edwards  
  Title: Chief Accounting Officer  

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.1

 

Rocket Companies Announces Early Tender Results of Cash Tender Offers and Consent Solicitations for Any and All of Nationstar Mortgage Holdings Inc.’s 5.125% Senior Notes Due 2030 and 5.750% Senior Notes Due 2031 and Receipt of Requisite Consents

DETROIT, /PRNewswire/ August 15, 2025 – Rocket Companies, Inc. (NYSE: RKT) (the “Company” or “Rocket Companies”), the Detroit-based fintech platform including mortgage, real estate, title and personal finance businesses, announced the early tender results as of 5:00 p.m., New York City time, on August 15, 2025 (the “Early Tender Deadline”), of the previously announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) for the outstanding (i) 5.125% Senior Notes due 2030 (the “2030 Notes”) and (ii) 5.750% Senior Notes due 2031 (the “2031 Notes” and, together with the 2030 Notes, the “Notes”) of Nationstar Mortgage Holdings Inc. (“Nationstar”), a subsidiary of Mr. Cooper Group Inc. (“Mr. Cooper”). The Tender Offers and Consent Solicitations are being conducted in connection with the Company’s pending acquisition of Mr. Cooper (the “Mr. Cooper Acquisition”).

The below table presents, according to information provided to the Company by D.F. King & Co., Inc., the Depositary and Information Agent for the Tender Offers and Consent Solicitations, the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (the “Early Tender Notes”), and the percent of the aggregate principal amount of Notes outstanding constituting Early Tender Notes.

CUSIP/ISIN* Title of Notes

Aggregate Principal

Amount Outstanding

Aggregate Principal Amount of Early
Tender Notes
Percent of Outstanding Principal Amount Tendered

Tender Offer

Consideration(1)(2)

Early Tender

Payment(1)(3)

Total Tender

Offer Consideration(1)(2)

Registered Notes:

CUSIP: 63861CAD1/ U6377NAC2

ISIN: US63861CAD11/ USU6377NAC21

5.125% Senior Notes due 2030 US$650,000,000 $574,125,000 88.33% $962.50 $50.00 $1,012.50

Registered Notes:

CUSIP: 63861CAE9/ U6377NAD0

ISIN: US63861CAE93/ USU6377NAD04

5.750% Senior Notes due 2031 US$600,000,000 $534,765,000 89.13% $962.50 $50.00 $1,012.50

 

 

(1)Per $1,000 principal amount of Early Tender Notes accepted for purchase.
(2)Does not include accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Settlement Date (as defined below) that will be paid on the Notes accepted for purchase.
(3)Included in the Total Tender Offer Consideration for Early Tender Notes accepted for purchase.
  
*CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.

 

 

 

 

Because the Company received consents in respect of a majority of the aggregate principal amount of such series of Notes then outstanding (excluding Notes owned by Nationstar, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with Nationstar) (the “Requisite Consents”), Nationstar executed and delivered a supplemental indenture to each Indenture (each, a “Supplemental Indenture”), (i) eliminating the requirement to make a “Change of Control” offer for the related Notes following the consummation of the Company’s acquisition of Mr. Cooper and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminating certain conditions to legal defeasance or covenant defeasance in the applicable Indenture and the Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay principal of and interest on the Notes (collectively, the “Proposed Amendments”).

Each Supplemental Indenture became effective upon execution, but provides that the applicable Proposed Amendments will not become operative until the Company accepts for purchase the Notes satisfying the Requisite Consents in the Tender Offers and Consent Solicitations.

The Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on September 2, 2025, unless extended or earlier terminated by the Company (the “Expiration Date”). The “Settlement Date” is expected to be on or before the second day following the Expiration Date. The Company anticipates extending the Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date. Any Notes validly tendered and related Consents validly delivered after the Early Tender Deadline (including during any extension of the Expiration Date) may not be withdrawn, except as required by law. No tenders submitted after the Expiration Date will be valid.

Subject to the terms and conditions of the Tender Offers and Consent Solicitations, holders of the Early Tender Notes will receive the Total Tender Offer Consideration set forth in the table above, which includes the Early Tender Payment set forth in the table above. Holders of Notes tendering their Notes after the Early Tender Deadline and on or prior to the Expiration Date will only be eligible to receive the Tender Offer Consideration set forth in the table above, which is the Total Tender Offer Consideration less the Early Tender Payment. In addition, holders of all Notes validly tendered and accepted for purchase pursuant to the Tender Offers and Consent Solicitations will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but excluding, the Settlement Date.

  2

 

 

The terms and conditions of the Tender Offers and Consent Solicitations are described in an Offer to Purchase and Consent Solicitation Statement, dated August 4, 2025 (the “Offer to Purchase and Consent Solicitation Statement”). The consummation of the Tender Offers and Consent Solicitations 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 Consent Solicitation Statement, including, among other things, 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.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

J.P. Morgan Securities LLC is the dealer manager and solicitation agent (the “Dealer Manager”) for the Tender Offers and Consent Solicitations. D.F. King & Co., Inc. has been retained to serve as both the depositary and the information agent (the “Depositary and Information Agent”) for the Tender Offers and Consent Solicitations. Questions regarding the Tender Offers and Consent Solicitations should be directed to the Dealer Manager at (866) 834-4666 (Toll-Free) or (212) 834-7489 (Telephone). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to D.F. King & Co., Inc. at [email protected] (email), (800) 549-6864 (U.S. Toll-Free) or (212) 390-0450 (Banks and Brokers).

None of Rocket Companies, its board of directors, Mr. Cooper and each of Mr. Cooper’s direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under the Notes, Nationstar, Rocket Mortgage, LLC (“Rocket Mortgage”), each of Rocket Mortgage’s direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under Rocket Mortgage’s existing senior notes and Redfin Corporation, the Dealer Manager, the Depositary and Information Agent, the Trustee under each Indenture, or any of their affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offers and Consent Solicitations. The Tender Offers and Consent Solicitations are made only by the Offer to Purchase and Consent Solicitation Statement. The Tender Offers and Consent Solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers and Consent Solicitations are required to be made by a licensed broker or dealer, the Tender Offers and Consent Solicitations will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

  3

 

 

Forward-Looking Statements

This press release contains statements herein regarding the proposed transaction between Rocket Companies 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 Merger Agreement; the issuance of common stock of Rocket Companies 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 Companies’ 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 Companies’ or Mr. Cooper’s ability to attract, motivate, retain and hire key personnel and maintain relationships with others with whom Rocket Companies or Mr. Cooper does business, or on Rocket Companies’ or Mr. Cooper’s operating results and business generally; (iv) that the proposed transaction may divert management’s attention from each of Rocket Companies’ 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 Companies 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 Companies’ 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 Companies securities to be issued in the proposed transaction; (xiii) the risk that integration of the Rocket Companies 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 Companies and Mr. Cooper.

  4

 

 

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 Companies 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.

Investor Relations Contact:

 

Sharon Ng

[email protected]

(313) 769-2058

 

Media Contact:

 

Aaron Emerson

[email protected]

(313) 373-3035

 

 

 

 

  5

 

EXHIBIT 99.2

 

Rocket Companies Announces Early Tender Results of Exchange Offers and Consent Solicitations for Any and All of Nationstar Mortgage Holdings Inc.’s 6.500% Senior Notes Due 2029 and 7.125% Senior Notes Due 2032 and Receipt of Requisite Consents

DETROIT, /PRNewswire/ August 15, 2025 – Rocket Companies, Inc. (NYSE: RKT) (the “Company” or “Rocket Companies”), the Detroit-based fintech platform including mortgage, real estate, title and personal finance businesses, announced the early results as of 5:00 p.m., New York City time, on August 15, 2025 (the “Early Tender Date”) of the previously announced offers to exchange and consent solicitations (collectively, the “Exchange Offers and Consent Solicitations”) for the $750.0 million aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of outstanding 7.125% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “Existing Notes”) of Nationstar Mortgage Holdings Inc. (“Nationstar”), a direct subsidiary of Mr. Cooper Group Inc. (“Mr. Cooper”), for up to $1.75 billion aggregate principal amount of new senior notes issued by the Company (the “New Rocket Notes”). The Exchange Offers and Consent Solicitations are being conducted in connection with the Company’s pending acquisition of Mr. Cooper (the “Mr. Cooper Acquisition”).

The below table presents, according to information provided to the Company by D.F. King & Co., Inc., the Depositary and Information Agent for the Exchange Offers and Consent Solicitations, the aggregate principal amount of Existing Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (the “Early Tender Notes”) and the percent of the aggregate principal amount of Notes outstanding constituting Early Tender Notes.

Title of Series of Existing Notes CUSIP Number Aggregate
Principal
Amount Outstanding
Aggregate Principal Amount of Early Tender Notes Percent of Outstanding Principal Amount Tendered Exchange
Consideration of New Rocket Notes (Principal Amount)(1)(2)
Consent Payment in Cash

6.500% Notes
due 2029

144A CUSIP:

63861CAG4

$750,000,000 $738,342,000 98.45% $1,000 $2.50
             
 

Reg S CUSIP:

U6377NAF5

         
             

7.125% Notes
due 2032

144A CUSIP:

63861CAF6

$1,000,000,000 $954,213,000 95.42% $1,000 $2.50
             
 

Reg S CUSIP:

U6377NAE8

         

 

 

 

(1)For each $1,000 principal amount of Early Tender Notes accepted for exchange.
(2)The New Rocket Notes (as defined herein) will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Notes accepted in the Exchange Offers (as defined herein). Because the Majority Noteholder Consents (as defined herein) have been received as of the Early Tender Date, the Exchange Consideration for each $1,000 principal amount of the Existing Notes tendered after the Early Tender Date and not validly withdrawn at or prior to the Expiration Date will equal $1,000 principal amount of the applicable series of the New Rocket Notes.

 

  

 

 

Because the Company received consents from eligible holders (each such holder, an “Eligible Holder” and collectively, the “Eligible Holders”) of a majority of the aggregate principal amount of each series of outstanding Existing Notes (in each case, the “Majority Noteholder Consents”), Nationstar executed and delivered a supplemental indenture to each of the relevant Indentures (each, a “Supplemental Indenture”), (i) eliminating the requirement to make a “Change of Control” offer for the related Existing Notes following the consummation of the Mr. Cooper Acquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the Existing Notes, (iii) eliminating certain conditions to legal defeasance or covenant defeasance in the applicable Indenture and the Existing Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay principal of and interest on the Existing Notes (collectively, the “Proposed Amendments”).

Each Supplemental Indenture became effective upon execution, but provides that the applicable Proposed Amendments will not become operative until the Company accepts for exchange the Existing Notes validly tendered and not withdrawn in the Exchange Offers and Consent Solicitations. Tenders of Existing Notes by such Eligible Holder may be withdrawn at any time prior to the Expiration Date; however the related consent delivered by such Eligible Holder may no longer be withdrawn (including during any extension of the Expiration Date).

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on September 2, 2025, unless extended or earlier terminated by the Company (the “Expiration Date”). The “Settlement Date” is expected to be on or before the second business day following the Expiration Date. The Company anticipates extending the Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date. No tenders submitted after the Expiration Date will be valid.

As the Majority Noteholder Consents were received as of the Early Tender Date, for each $1,000 principal amount of Existing Notes validly tendered after the Early Tender Date but prior to the Expiration Date, Eligible Holders will be eligible to receive $1,000 principal amount of New Rocket Notes (plus cash in respect of any fractional portion of New Rocket Notes) (the “Exchange Consideration”). To be eligible to receive the Exchange Consideration, Eligible Holders must (i) have validly tendered (and not validly withdrawn) their Existing Notes at or prior to the Early Tender Date and (ii) beneficially own such Existing Notes at the Expiration Date. An Eligible Holder that validly tendered Existing Notes and delivered (and did not validly revoke) a consent prior to the Early Tender Date, but withdraws such Existing Notes after the Early Tender Date but prior to the Expiration Date, will receive the consent payment of $2.50 in cash per $1,000 principal amount of such Existing Notes, even if such Eligible Holder is no longer the beneficial owner of such Existing Notes at the Expiration Date.

The New Rocket Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by (a) Rocket Mortgage, LLC (“Rocket Mortgage”), (b) each of Rocket Mortgage’s direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under Rocket Mortgage’s existing senior notes, (c) Redfin Corporation, (d) Mr. Cooper and (e) each of Mr. Cooper’s direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under the Existing Notes (such guarantors, collectively, the “Guarantors”).

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In addition, the New Rocket Notes issued in the Exchange Offers and Consent Solicitations for validly tendered Existing Notes will have an interest rate and maturity date that is identical to that of the tendered Existing Notes, as well as identical interest payment dates and optional redemption prices. Each series of New Rocket Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Notes accepted in the Exchange Offers and Consent Solicitations.

The terms and conditions of the Exchange Offers and Consent Solicitations are described in an Offering Memorandum and Consent Solicitation Statement, dated August 4, 2025 (the “Offering Memorandum and Consent Solicitation Statement”). The consummation of the Exchange Offers and Consent Solicitations for the Existing Notes of any series are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offering Memorandum and Consent Solicitation Statement, including, among other things, the substantially concurrent consummation of the Mr. Cooper Acquisition 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.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

D.F. King & Co., Inc. has been retained to serve as both the depositary and the information agent (the “Depositary and Information Agent”) for the Exchange Offers and Consent Solicitations. Requests for copies of the Offering Memorandum and Consent Solicitation Statement and other related materials should be directed to D.F. King & Co., Inc. at [email protected] (email), (800) 549-6864 (U.S. Toll-Free) or (212) 390-0450 (Banks and Brokers).

None of Rocket Companies, its board of directors, Mr. Cooper, Nationstar, the Guarantors, the Dealer Managers (as defined int the Offering Memorandum and Consent Solicitation Statement), the Depositary and Information Agent, the Trustee under the Indentures, or any of their affiliates, makes any recommendation as to whether holders of the Existing Notes should tender any Existing Notes in response to the Exchange Offers and Consent Solicitations. The Exchange Offers and Consent Solicitations are made only by the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and Consent Solicitations are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Exchange Offers and Consent Solicitations are required to be made by a licensed broker or dealer, the Exchange Offers and Consent Solicitations will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

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Forward-Looking Statements

This press release contains statements herein regarding the proposed transaction between Rocket Companies 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 Merger Agreement; the issuance of common stock of Rocket Companies 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 Companies’ 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 Companies’ or Mr. Cooper’s ability to attract, motivate, retain and hire key personnel and maintain relationships with others with whom Rocket Companies or Mr. Cooper does business, or on Rocket Companies’ or Mr. Cooper’s operating results and business generally; (iv) that the proposed transaction may divert management’s attention from each of Rocket Companies’ 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 Companies 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 Companies’ 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 Companies securities to be issued in the proposed transaction; (xiii) the risk that integration of the Rocket Companies 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 Companies and Mr. Cooper.

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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 Companies 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.

Investor Relations Contact:

 

Sharon Ng

[email protected]

(313) 769-2058

 

Media Contact:

 

Aaron Emerson

[email protected]

(313) 373-3035

 

 

 

 

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