8-K
Rocket Companies, Inc. (RKT)
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) October 4, 2021
| Rocket Companies, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-39432 | 84-4946470 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1050 Woodward Avenue<br><br> <br>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,<br>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 1.01 | Entry into a Material Definitive Agreement. |
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Indenture
On October 5, 2021, Rocket Mortgage, LLC (the “Issuer”) and Rocket Mortgage Co-Issuer, Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”), each an indirect subsidiary of Rocket Companies, Inc. (the “Company”), closed their previously announced offering of $1,150.0 million aggregate principal amount of 2.875% senior notes due 2026 (the “2026 Notes”) and $850.0 million aggregate principal amount of 4.000% senior notes due 2033 (the “2033 Notes” and collectively with the 2026 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 October 5, 2021 (the “Indenture”), among the Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
The net proceeds of the offering will be used (i) to purchase, in a previously announced tender offer and consent solicitation (the “Tender Offer”), any and all of the $1.01 billion outstanding principal amount of the Issuer’s 5.250% Senior Notes due 2028 (the “2028 Notes”) at the applicable tender prices, plus accrued and unpaid interest, (ii) to pay fees and expenses related to the Offering and the Tender Offer, and (iii) for general corporate purposes. As described below, $941,436,000 aggregate principal amount of the 2028 Notes were purchased on the October 5, 2021 (the “Early Settlement Date”).
The 2026 Notes mature on October 15, 2026 unless earlier redeemed or repurchased. No sinking fund is provided for the 2026 Notes. Cash interest on the 2026 Notes will accrue from October 5, 2021 and is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022, at a rate of 2.875% per year.
The 2033 Notes mature on October 15, 2033 unless earlier redeemed or repurchased. No sinking fund is provided for the 2033 Notes. Cash interest on the 2033 Notes will accrue from October 5, 2022 and is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022, at a rate of 4.000% per year.
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by certain of the Issuer’s subsidiaries. In the future, each of the Issuer’s or Co-Issuer’s domestic wholly-owned subsidiaries that becomes an issuer or guarantor under the Issuers’ existing notes will guarantee the Notes.
Prior to October 15, 2023, the Issuers may redeem the 2026 Notes at their 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 October 15, 2023, the Issuers may redeem the 2026 Notes at their 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 Issuers may also redeem the 2026 Notes prior to April 15, 2023, at any time or from time to time, in an amount equal to the net cash proceeds received by the Issuers or any parent thereof from any equity offering at a redemption price equal to 102.875% 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 2026 Notes (calculated after giving effect to any issuance of additional notes that are 2026 Notes), provided that the redemption takes place not later than 90 days after the closing of the related equity offering; and not less than 60% of the principal amount of the 2026 Notes remains outstanding immediately thereafter.
Prior to October 15, 2027, the Issuers may redeem the 2033 Notes at their 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 October 15, 2027, the Issuers may redeem the 2033 Notes at their 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 Issuers may also redeem the 2033 Notes prior to April 15, 2024, at any time or from time to time, in an amount equal to the net cash proceeds received by the Issuers or any parent thereof from any equity offering at a redemption price equal to 104.000% 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 60% of the principal amount of the 2033 Notes remains outstanding immediately thereafter.
The Indenture contains covenants that limit the ability of the Issuer 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 Issuers 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 Issuers, 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 Indenture
The information required by Item 1.01 contained in Item 8.01 of this Current Report on Form 8-K relating to the entry into the Supplemental Indenture (as defined below) is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation oran Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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The information contained in Item 1.01 above with respect to the Indenture is hereby incorporated in this Item 2.03 by reference.
| Item 8.01 | Other Events. |
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Early Tender Results
On October 4, 2021, the Company issued a press release announcing the early tender results of the Issuer’s previously announced Tender Offer to purchase any and all of the $1.01 billion outstanding aggregate principal amount of the 2028 Notes. A copy of the press release announcing the early tender results is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company announced that $941,436,000 in aggregate principal amount of the Notes were validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on October 4, 2021 (the “Early Tender Deadline”). Such Notes will be accepted for repurchase at a price of $1,077.50 per $1,000 of principal amount of the Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the Early Settlement Date, as such term is defined in, and subject to the conditions set forth in, the Offer to Purchase and Consent Solicitation Statement dated September 21, 2021 (the “Statement”). The Early Settlement Date was October 5, 2021.
The Company also announced the results of the Company’s previously announced solicitation of consents (the “Consents”) from holders of the Notes (the “Consent Solicitation”) to amend certain provisions of the indenture, dated as of December 8, 2017 (the “2028 Notes Indenture”), which governs the Notes to (i) eliminate substantially all of the restrictive covenants in the 2028 Notes Indenture and the Notes, (ii) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Notes, and (iii) shorten the minimum notice period under the 2028 Notes Indenture for optional redemptions by the Issuer from at least 30 days but not more than 60 days to at least five business days but not more than 60 days (the “Proposed Amendments”). The Company announced that it received 93.21% of the Consents. As a result, the requisite consents to effect the Proposed Amendments with respect to the Notes, as described in the Statement, were received as of October 4, 2021. Accordingly, on October 4, 2021, the Issuer, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), executed and delivered a first supplemental indenture to the 2028 Notes Indenture (the “Supplemental Indenture”). The Supplemental Indenture became operative upon the Issuer’s acceptance for purchase of Notes representing the Requisite Consents, which occurred on October 5, 2021.
This Current Report on Form 8-K does not constitute an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offer and the Consent Solicitation are only being made pursuant to the Statement. The Tender Offer and the Consent Solicitation 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 Statement.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Forward Looking Statements
Some of the statementscontained in this filing and other reports, filings, and other public written and verbal announcements are forward-looking statementswithin 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 respectto 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 statementsare reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statementsare subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materiallydifferent 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 theSecurities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the othercautionary statements that are included in this filing and in other filings. We expressly disclaim any obligation to publicly updateor review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as requiredby applicable law.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release, dated October 4, 2021, announcing the early tender results of the Tender Offer and Consent Solicitation |
| 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: October 5,
2021
| ROCKET COMPANIES, INC. | |
|---|---|
| By: | /s/ Julie Booth |
| Name: | Julie Booth |
| Title: | Chief Financial Officer and Treasurer |
EXHIBIT 99.1
Rocket Companies Announces Early TenderResults of Cash Tender Offer and Consent Solicitation for Any and All of Rocket Mortgage’s 5.250% Senior Notes Due 2028 and ReceiptOf Requisite Consents
DETROIT, Oct. 4, 2021 /PRNewswire/ -- 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 business – including Rocket Mortgage, Rocket Homes and Rocket Auto – today announced the early tender results as of 5:00 p.m., New York City time, on October 4, 2021 (the “Early Tender Deadline”) of the previously announced tender offer (the “Tender Offer”) of its subsidiary, Rocket Mortgage, LLC (the “Issuer”), to purchase for cash any and all of the Issuer’s outstanding 5.250% senior notes due 2028 (the “Notes”).
In connection with the Tender Offer, the Company also announced the results as of the Early Tender Deadline of its previously announced solicitation of consents (the “Consents”) from holders of the Notes (the “Consent Solicitation”) to the proposed amendments to the indenture, dated as of December 8, 2017 (the “Indenture”), which governs the Notes, to (i) eliminate substantially all of the restrictive covenants in the Indenture and the Notes, (ii) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Notes, and (iii) shorten the minimum notice period under the Indenture for optional redemptions by the Issuer from at least 30 days but not more than 60 days to at least five business days but not more than 60 days (collectively, the “Proposed Amendments”).
The terms and conditions of the Tender Offer and Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated September 21, 2021 (the “Offer to Purchase and Consent Solicitation Statement”).
The aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (the “Early Tender Notes”), as well as the percent of the aggregate principal amount of Notes outstanding constituting Early Tender Notes, is set forth in the columns entitled “Aggregate Principal Amount of Early Tender Notes” and “Percent of Outstanding Principal Amount Tendered,” respectively, in the table below. The consideration being offered for any such Early Tender Notes accepted for purchase in the Tender Offer and Consent Solicitation is also set forth in the table below:
| 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<br><br> <br>^(1)(2)^ | Early TenderPayment ^(1)(3)^ | Total Tender Offer Consideration<br><br> <br>^(1)(2)^ |
|---|---|---|---|---|---|---|---|
| Registered Notes:<br><br> <br>CUSIP: 74840LAB8 / U7467LAB7<br><br> <br>ISIN: US74840LAB80 / USU7467LAB72 | 5.250% Senior Notes due 2028 | $1,010,000,000 | $941,436,000 | 93.21% | $1,047.50 | $30.00 | $1,077.50 |
| (1) | Per $1,000 principal amount of Early Tender Notes<br>accepted for purchase. | ||||||
| --- | --- | ||||||
| (2) | Does not include accrued and unpaid interest that<br>will be paid on the Early Tender Notes accepted for purchase. | ||||||
| (3) | Included in the Total Tender Offer Consideration<br>for Early Tender Notes accepted for purchase. |
The Tender Offer and Consent Solicitation will expire at Midnight, New York City time, at the end of October 19, 2021, unless extended or earlier terminated by the Issuer (the “Expiration Date”). No tenders submitted after the Expiration Date will be valid. Subject to the terms and conditions of the Tender Offer and Consent Solicitation, 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.
The Early Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement) for the Early Tender Notes is expected to be on October 5, 2021. Any Notes validly tendered and related consents validly delivered after the Early Tender Deadline may not be withdrawn or revoked, except as required by law.
In addition, holders of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer and Consent Solicitation will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable.
The Issuer’s obligations to accept Notes and Consents on the Early Settlement Date or the Final Settlement Date, as applicable, 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 others, the Issuer consummating the New Debt Financing (as defined in the Offer to Purchase and Consent Solicitation Statement) on terms satisfactory to it, and having funds available therefrom that will allow it to purchase the Notes pursuant to the Tender Offer and Consent Solicitation.
In addition, because the Issuer received Consents in respect of a majority of the aggregate principal amount of the Notes then outstanding (excluding Notes held by the Issuer or its affiliates) (the “Requisite Consents”) as of the Early Tender Deadline, the Issuer executed and delivered a supplemental indenture (the “Supplemental Indenture”) to the Indenture giving effect to the Proposed Amendments. The Supplemental Indenture became effective upon execution, but provides that the Proposed Amendments will not become operative until the Issuer accepts for purchase the Notes satisfying the Requisite Consents in the Tender Offer. The Proposed Amendments are expected to become operative on the Early Settlement Date.
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.
Morgan Stanley & Co. LLC is the dealer manager and solicitation agent (the “Dealer Manager”) in the Tender Offer and Consent Solicitation. 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 Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation should be directed to the Dealer Manager at (800) 624-1808 or (212) 761-1057. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related
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materials should be directed to D.F. King & Co., Inc. at rocket@dfking.com (email), (800) 755-7250 (U.S. Toll-Free) or (212) 269-5552 (Banks and Brokers).
None of Rocket Companies, its board of directors, the Issuer, the Dealer Manager, the Depositary and Information Agent, the Trustee under the Indenture and the Supplemental Indenture or any of the Issuer’s affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer and Consent Solicitation. The Tender Offer and Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and Consent Solicitation 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 Offer and Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Issuer by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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 approximately 26,000 team members across the United States and Canada. Rocket Companies ranked #5 on Fortune’s list of the “100 Best Companies to Work For” in 2021 and has placed in the top third of the list for 18 consecutive years.
Forward Looking Statements
Some of the statements contained in this press release are forward-looking statements. 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.
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CONTACT
Investor Relations Contacts:
Sharon Ng
ir@rocketcompanies.com
(313) 373-7990
Media Contact:
Aaron Emerson
aaronemerson@rockcentraldetroit.com
(313) 373-3035
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