Rocket Companies, Inc 8-K, filed Sep 21, 2021
Rocket Companies, Inc. (RKT)
About this 8-K
Rocket Companies, Inc filed this 8-K on September 21, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
Tender Offer and Consent Solicitation
On September 21, 2021, Rocket Mortgage, LLC (the “Issuer”), an indirect subsidiary of Rocket Companies, Inc. (the “Company”), issued a press release announcing that the Issuer has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the $1.01 billion outstanding aggregate principal amount of the Issuer’s 5.250% Senior Notes due 2028 (the “2028 Notes”) and a solicitation of consents (the “Consent Solicitation”) to amend certain provisions of the indenture governing the 2028 Notes (the “Proposed Amendments”) to (i) eliminate substantially all of the restrictive covenants in the indenture and the 2028 Notes, (ii) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the 2028 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. The Tender Offer and Consent Solicitation are subject to, and conditioned upon, among other things, a financing condition. The financing condition may be satisfied by an offering of new notes, including the Offering (as defined below), or such other financing, which may, in either case, be consummated on terms satisfactory to the Issuer in its sole discretion.
Holders of the 2028 Notes should refer to the Issuer’s Offer to Purchase and Consent Solicitation dated September 21, 2021, available from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation.
A copy of the press release relating to the Tender Offer and Consent Solicitation is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Notes Offerings
On September 21, 2021, the Issuer and Rocket Mortgage Co-Issuer, Inc., a subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), announced, and upsized and priced, the private offering of $1.150 billion aggregate principal amount of 2.875% senior notes due 2026 and $850 million aggregate principal amount of 4.000% senior notes due 2033 (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 Notes will be jointly and severally guaranteed on a senior unsecured basis by all of the Issuers’ domestic subsidiaries that guarantee the Issuers’ existing notes.
The Issuer expects to use the net proceeds from the Offering (i) to purchase, in the Tender Offer and Consent Solicitation, any and all of the $1.01 billion outstanding principal amount of 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.
Copies of the press releases announcing the Offering and the upsizing and pricing of the Offering are attached to this report as Exhibit 99.2 and Exhibit 99.3, respectively, and incorporated by reference herein.
The information contained in this Current Report on Form 8-K does not constitute an offer to purchase the 2028 Notes and is not an offer to sell or a solicitation of an offer to buy any Notes. The Notes and related guarantees have not been registered under the U.S. federal securities laws or the securities laws of any state and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable laws of other jurisdictions.
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 |
Exhibit No. |
Description | |
| 99.1 | Press release, dated September 21, 2021, announcing the Tender Offer and Consent Solicitation | |
| 99.2 | Press release, dated September 21, 2021, announcing the Offering | |
| 99.3 | Press release, dated September 21, 2021, announcing the upsizing and pricing of the Offering | |
| 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: September 21, 2021
| ROCKET COMPANIES, INC. | |||
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By: |
/s/ Julie Booth | ||
| Name: | Julie Booth | ||
| Title: | Chief Financial Officer and Treasurer | ||
EXHIBIT 99.1
Rocket Companies Announces Cash Tender Offer and Consent Solicitation for Any and All of Rocket Mortgage's 5.250% Senior Notes Due 2028
DETROIT, Sept. 21, 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 its subsidiary, Rocket Mortgage, LLC (the “Issuer”), has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding 5.250% senior notes due 2028 (the “Notes”).
In connection with the Tender Offer, the Issuer is also soliciting (the “Consent Solicitation”) from holders of the Notes consents (the “Consents”) to 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 following table summarizes the material pricing terms of the Tender Offer.
| CUSIP/ ISIN | Title of Notes | Aggregate Principal Amount Outstanding | Tender Offer Consideration (1)(2) | Early Tender Payment (1)(3) | Total Tender Offer Consideration (1)(2) | |||||||||||||
Registered Notes: U7467LAB7 USU7467LAB72 | 5.250% Senior Notes due 2028 | $1,010,000,000 | $ | 1,047.50 | $ | 30.00 | $ | 1,077.50 | ||||||||||
| (1) | Per $1,000 principal amount of Notes tendered and 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 Early Settlement Date or the Final Settlement Date (each, as defined in the Offer to Purchase and Consent Solicitation Statement), as applicable, that will be paid on the Notes accepted for purchase |
| (3) | Included in the Total Tender Offer Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline. |
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, holders of Notes that are validly tendered (and not validly withdrawn) on or prior to 5:00 p.m., New York City time, on
October 4, 2021 (such date and time, as it may be extended, the “Early Tender Deadline”) and accepted for purchase pursuant to the Tender Offer will be eligible to 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 Offer 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 consummation of the Tender Offer and Consent Solicitation 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 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.
In order for the Proposed Amendments to be adopted, Consents must be received in respect of at least a majority of the aggregate principal amount of the Notes then outstanding (excluding Notes held by the Issuer or its affiliates) (the “Requisite Consents”). Assuming receipt of the Requisite Consents, the Issuer expects to execute and deliver a supplemental indenture (the “Supplemental Indenture”) to the Indenture giving effect to the Proposed Amendments, promptly following the receipt of the Requisite Consents. The Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative until the Issuer accepts for purchase the Notes satisfying the Requisite Consents in the Tender Offer.
Any Notes validly tendered and related Consents validly delivered may be withdrawn or revoked from the Tender Offer and the Consent Solicitation on or prior to the Early Tender Deadline. Any Notes validly tendered and related Consents validly delivered on or prior to the Early Tender Deadline that are not validly withdrawn or validly revoked prior to the Early Tender Deadline may not be withdrawn or revoked thereafter, except as required by law. In addition, 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.
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
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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 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, 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
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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.
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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EXHIBIT 99.2
Rocket Companies Announces Offering of Senior Notes due 2026 and Senior Notes due 2033
DETROIT, Sept. 21, 2021 – 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, Rocket Mortgage, LLC (the “Issuer”) and Rocket Mortgage Co-Issuer, Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”), are proposing to issue and sell $1.5 billion aggregate principal amount of senior notes due 2026 and senior notes due 2033 (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 Notes will be jointly and severally guaranteed on a senior unsecured basis by all of the Issuers’ domestic subsidiaries that guarantee the Issuer’s existing notes.
The Issuer expects to use the net proceeds from the Offering (i) to purchase, in a separately 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 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.
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 and related guarantees 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 an offer to purchase or the solicitation of an offer to sell, and it is not a solicitation of consents with respect to, the 5.250% Senior Notes due 2028.
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 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:
Sharon Ng
ir@rocketcompanies.com
(313) 373-7990
Media Contact:
Aaron Emerson
aaronemerson@rockcentraldetroit.com
(313) 373-3035
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EXHIBIT 99.3
Rocket Companies Announces Upsizing and Pricing of Senior Notes due 2026 and Senior Notes due 2033
DETROIT, Sept. 21, 2021 – 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, Rocket Mortgage, LLC (the “Issuer”) and Rocket Mortgage Co-Issuer, Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”), priced their private offering of $1.150 billion aggregate principal amount of 2.875% senior notes due 2026 and $850 million aggregate principal amount of 4.000% senior notes due 2033 (collectively, the “Notes” and such offering, the “Offering”). The Notes will be jointly and severally guaranteed on a senior unsecured basis by all of the Issuers’ domestic subsidiaries that guarantee the Issuers’ existing notes. The aggregate principal amount of the Notes to be issued was increased to $2.0 billion from the previously announced $1.50 billion.
The Offering is expected to close on October 5, 2021, subject to certain customary conditions.
The Issuer expects to use the net proceeds from the Offering (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 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.
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 and related guarantees 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 an offer to purchase or the solicitation of an offer to sell, and it is not a solicitation of consents with respect to, the 5.250% Senior Notes due 2028.
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 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:
Sharon Ng
ir@rocketcompanies.com
(313) 373-7990
Media
Contact:
Aaron Emerson
aaronemerson@rockcentraldetroit.com
(313) 373-3035
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