UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)) |
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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 4, 2025, Rocket Companies, Inc. (the “Company”), issued a press release announcing that the Company has commenced cash tender offers to purchase for cash any and all of Nationstar Mortgage Holdings Inc.’s (“Nationstar”) $650.0 million aggregate principal amount of outstanding 5.125% Senior Notes due 2030 (the “2030 Notes”) and any and all of Nationstar’s $600.0 million aggregate principal amount of outstanding 5.750% Senior Notes due 2031 (the “2031 Notes”) and a solicitation of consents to amend certain provisions of the indentures governing the 2030 Notes and 2031 Notes (the “Tender Offer Proposed Amendments”) to (i) eliminate the requirement to make a “Change of Control” offer for the related 2030 Notes and 2031 Notes following the consummation of the Company’s acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”) and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the 2030 Notes and 2031 Notes, (iii) eliminate certain conditions to legal defeasance or covenant defeasance in the applicable Indenture and the 2030 Notes and 2031 Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the 2030 Notes and 2031 Notes (collectively, the “Tender Offers”). The terms and conditions of the Tender Offers are described in the Company’s Offer to Purchase and Consent Solicitation Statement, dated August 4, 2025 (the “Offer to Purchase”).
Exchange Offers and Consent Solicitations
Concurrently with the Tender Offers, the Company also issued a press release announcing that the Company has commenced an offer to exchange any and all of Nationstar’s $750.0 million aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the “2029 Notes”) and any and all of Nationstar’s $1.0 billion aggregate principal amount of outstanding 7.125% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, 2030 Notes, and 2031 Notes, the “Notes”) for up to $1.75 billion aggregate principal amount of new senior notes issued by the Company and a solicitation of consents to amend certain provisions of the indentures governing the 2029 Notes and 2032 Notes to (i) eliminate the requirement to make a “Change of Control” offer for the related 2029 Notes and 2032 Notes following the consummation of the Company’s acquisition of Mr. Cooper and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the 2029 Notes and 2032 Notes, (iii) eliminate certain conditions to legal defeasance or covenant defeasance in the applicable Indenture and the 2029 Notes and 2032 Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the 2029 Notes and 2032 Notes. (the “Exchange Offer Proposed Amendments” and, together with the Tender Offer Proposed Amendments, the “Proposed Amendments”) (collectively, the “Exchange Offers”). The terms and conditions of the Exchange Offers are described in the Company’s Offering Memorandum and Consent Solicitation Statement, dated August 4, 2025 (the “Offering Memorandum”).
The consummation of the Tender Offers and the Exchange Offers 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 Offering Memorandum, including, among other things, (a) the receipt of the Requisite Consents for such series of Notes, the execution by Nationstar and the applicable Trustee of the Supplemental Indenture for such series of Notes implementing the Proposed Amendments to the applicable Indenture and such Supplemental Indenture remaining a valid and binding agreement in full force and effect and (b) 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.
A copy of the press releases relating to the Tender Offers and the Exchange Offers are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference into this Item 8.01.
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 Agreement and Plan of Merger (the “Merger Agreement”) entered into by Rocket and Mr. Cooper on March 31, 2025; 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 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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Exhibit No. |
Description | |
| 99.1 | Press release, dated August 4, 2025, announcing the Tender Offers | |
| 99.2 | Press release, dated August 4, 2025, announcing the Exchange Offers | |
| 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 4, 2025
| ROCKET COMPANIES, INC. | |||
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By: |
/s/ Noah Edwards | ||
| Name: | Noah Edwards | ||
| Title: | Chief Accounting Officer | ||