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
Rocket Companies (NYSE:RKT) announced the early tender results for its cash tender offers and consent solicitations for Nationstar Mortgage Holdings' senior notes. The tender offers target 5.125% Senior Notes due 2030 and 5.750% Senior Notes due 2031, with 88.33% and 89.13% of the outstanding principal amounts tendered respectively.
The tender offers are part of Rocket Companies' pending acquisition of Mr. Cooper Group. Holders of early tender notes will receive $1,012.50 per $1,000 principal amount, which includes a $50.00 early tender payment. The company received requisite consents to amend the notes' indentures, eliminating change of control requirements and most restrictive covenants.
The tender offers will expire on September 2, 2025, though the company anticipates extending this deadline to align with the Mr. Cooper acquisition closing.
Rocket Companies (NYSE:RKT) ha reso noti i risultati delle adesioni anticipate alle proprie offerte in contanti e alle richieste di consenso relative alle note senior di Nationstar Mortgage Holdings. Le offerte riguardano le 5,125% Senior Notes con scadenza 2030 e le 5,750% Senior Notes con scadenza 2031, con il 88,33% e il 89,13% degli importi principali in circolazione presentati in offerta, rispettivamente.
Le offerte fanno parte dell鈥檃cquisizione in corso da parte di Rocket Companies del gruppo Mr. Cooper. I detentori che hanno accettato in via anticipata riceveranno 1.012,50$ per 1.000$ di importo nominale, comprensivi di un pagamento anticipato di 50,00$. La societ脿 ha ottenuto i consensi necessari per modificare gli indenture delle note, eliminando le clausole sul cambio di controllo e la maggior parte delle covenant pi霉 restrittive.
Le offerte scadranno il 2 settembre 2025, sebbene la societ脿 preveda di prorogare tale termine per allinearlo alla chiusura dell鈥檃cquisizione di Mr. Cooper.
Rocket Companies (NYSE:RKT) anunci贸 los resultados de las entregas anticipadas de sus ofertas en efectivo y solicitudes de consentimiento relativas a los bonos senior de Nationstar Mortgage Holdings. Las ofertas se refieren a los 5,125% Senior Notes con vencimiento 2030 y los 5,750% Senior Notes con vencimiento 2031, con el 88,33% y el 89,13% del principal en circulaci贸n presentado en cada una, respectivamente.
Las ofertas forman parte de la adquisici贸n pendiente de Mr. Cooper Group por parte de Rocket Companies. Los tenedores que aceptaron anticipadamente recibir谩n $1,012.50 por cada $1,000 de principal, que incluye un pago por entrega anticipada de $50.00. La compa帽铆a obtuvo los consentimientos necesarios para enmendar los contratos de las notas, suprimiendo los requisitos por cambio de control y la mayor铆a de las cl谩usulas restrictivas.
Las ofertas vencer谩n el 2 de septiembre de 2025, aunque la compa帽铆a espera prorrogar este plazo para ajustarlo al cierre de la adquisici贸n de Mr. Cooper.
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鞚措矆 瓿店皽毵れ垬電� Rocket Companies臧� 歆勴枆 欷戩澑 Mr. Cooper Group 鞚胳垬鞚� 鞚柬櫂鞛呺媹雼�. 臁瓣赴 鞚戩鞍鞛愳棎瓴岆姅 鞎‰┐ $1,000雼� $1,012.50毳� 歆�旮夗晿氅�, 鞚� 旮堨暋鞐愲姅 $50.00鞚� 臁瓣赴 鞚戩鞍 歆�旮夓暋鞚� 韽暔霅╇媹雼�. 須岇偓電� 毂勱秾 鞎疥磤鞚� 臧滌爼頃橁赴 鞙勴暅 頃勳殧頃� 霃欖潣毳� 頇曤炒頃�, 瓴届榿甓� 氤�瓴� 甏�霠� 鞖旉贝瓿� 雽�攵�攵勳潣 鞐勱博頃� 鞎届爼鞚� 鞝滉卑頄堨姷雼堧嫟.
瓿店皽毵れ垬 旮绊暅鞚� 2025雲� 9鞗� 2鞚�鞚挫毵�, 須岇偓電� 鞚措ゼ Mr. Cooper 鞚胳垬 膦呹舶 鞚检爼鞐� 毵烄栋 鞐办灔頃� 瓴冹溂搿� 鞓堨儊頃橁碃 鞛堨姷雼堧嫟.
Rocket Companies (NYSE:RKT) a annonc茅 les r茅sultats des adh茅sions anticip茅es 脿 ses offres en num茅raire et sollicitations de consentement concernant les obligations senior de Nationstar Mortgage Holdings. Les offres concernent les 5,125% Senior Notes 茅ch茅ance 2030 et les 5,750% Senior Notes 茅ch茅ance 2031, avec respectivement 88,33% et 89,13% du principal en circulation soumis.
Ces offres s鈥檌nscrivent dans le cadre de l鈥檃cquisition en cours par Rocket Companies du groupe Mr. Cooper. Les porteurs ayant accept茅 t么t recevront 1 012,50 $ pour 1 000 $ de principal, incluant un paiement d鈥檃cceptation anticip茅e de 50,00 $. La soci茅t茅 a obtenu les consentements requis pour amender les indentures des obligations, supprimant les clauses relatives au changement de contr么le et la plupart des covenants les plus restrictifs.
Les offres expireront le 2 septembre 2025, bien que la soci茅t茅 envisage de prolonger ce d茅lai pour l'aligner sur la cl么ture de l鈥檃cquisition de Mr. Cooper.
Rocket Companies (NYSE:RKT) hat die vorl盲ufigen Ergebnisse der vorzeitigen Annahmen seiner Barangebote und Zustimmungsgesuche f眉r die Senior Notes von Nationstar Mortgage Holdings ver枚ffentlicht. Ziel der Angebote sind die 5,125% Senior Notes f盲llig 2030 und die 5,750% Senior Notes f盲llig 2031, wobei jeweils 88,33% bzw. 89,13% der ausstehenden Hauptbetr盲ge eingereicht wurden.
Die Angebote stehen im Zusammenhang mit der geplanten 脺bernahme der Mr. Cooper Group durch Rocket Companies. Inhaber, die fr眉hzeitig angeboten haben, erhalten $1.012,50 je $1.000 Nennbetrag, einschlie脽lich einer vorzeitigen Zahlun von $50,00. Das Unternehmen erhielt die erforderlichen Zustimmungen zur 脛nderung der Schuldverschreibungsbedingungen und beseitigte damit die Anforderungen bei Kontrollwechsel sowie die meisten restriktiven Covenants.
Die Angebote laufen am 2. September 2025 aus; das Unternehmen rechnet jedoch damit, diese Frist zu verl盲ngern, um sie an den Abschluss der Mr. Cooper-脺bernahme anzupassen.
- High participation rate with 88.33% and 89.13% of notes tendered early
- Successful receipt of requisite consents to amend indentures
- Strategic acquisition of Mr. Cooper Group progressing with debt restructuring
- Simplified debt structure through elimination of restrictive covenants
- Significant debt obligations with $650M and $600M notes outstanding
- Premium payment required for early tender ($50 per $1,000)
- Multiple closing conditions could delay or prevent transaction completion
- Potential extension of tender offer expiration date indicates closing uncertainty
Insights
Rocket's tender offer for Nationstar notes shows strong progress toward Mr. Cooper acquisition with high 88-89% participation rate.
Rocket Companies has achieved a significant milestone in its pending acquisition of Mr. Cooper Group, with remarkably high participation in its tender offers for Nationstar's outstanding notes. The company secured 88.33% of the
This high participation rate enabled Rocket to secure the necessary consents to modify the indenture terms through supplemental indentures. These modifications strategically eliminate change-of-control provisions and most restrictive covenants - critical steps that remove potential obstacles to completing the acquisition. By offering a Total Tender Offer Consideration of
The tender offers' settlement date is expected shortly after the September 2 expiration date, with Rocket likely extending this timeline to align with the closing of the Mr. Cooper acquisition. The significant progress on this debt restructuring signals that the merger integration planning is advancing as expected. For Rocket, eliminating these restrictive debt covenants provides greater operational flexibility post-acquisition, while the substantial tender participation suggests market confidence in the strategic combination of these two major mortgage industry players.
High note tender participation rates indicate smooth debt restructuring progress toward Rocket-Mr. Cooper merger completion.
The high participation rates in Rocket Companies' tender offers -
The implementation of supplemental indentures is particularly strategic as they specifically eliminate change-of-control provisions that would have been triggered by the acquisition. This proactive debt restructuring approach prevents potential acceleration events or higher refinancing costs, while removing restrictive covenants creates greater operational flexibility for the combined entity. With these financial integration hurdles addressed early, management can focus on more complex aspects of the merger.
The pricing structure of the tender offers (
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 | Aggregate | Percent of | Tender Offer | Early Tender | Total Tender |
Registered Notes: |
| 88.33听% | |||||
Registered Notes: |
| 89.13听% |
(1) | Per |
(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. |
*聽 聽 聽 聽 聽聽 | 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.,
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.
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.聽 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.聽 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.聽 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).聽 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 (
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.聽 The Tender Offers and Consent Solicitations are made only by the Offer to Purchase and Consent Solicitation Statement.聽 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.聽 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.
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.
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 . 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.
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SOURCE Rocket Companies, Inc.
FAQ
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