M&A - Mr. Cooper Group Inc.

Form Type: 425

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000095014225001313

Filing Summary: Rocket Companies, Inc. held an earnings call on May 8, 2025, discussing their proposed transactions with Mr. Cooper Group Inc. and Redfin Corporation. The primary focus is on integration plans and achieving synergy from the all-stock mergers. CEO Varun Krishna emphasized that integration is a top priority, and both Rocket and Mr. Cooper are collaboratively planning comprehensive integration strategies with established milestones. They expect to significantly increase Rocket's public float. Analysts discussed the implications of subservicing strategies post-merger, highlighting Rocket's support for Mr. Cooper's existing subservicing business, which remains vital. The document outlines potential risks associated with the merger, including delays in completion, necessary approvals, and the possibility of legal challenges. Additionally, it emphasizes the importance of reading related filings with the SEC for comprehensive details on these transactions.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000119312525091490

Filing Summary: Mr. Cooper Group Inc. announced the proposed merger with Rocket Companies Inc. during their earnings call on April 23, 2025. The merger aims to create a scalable homeownership experience by combining Mr. Cooper's servicing platform and operational strengths with Rocket's brand and marketing capabilities. Executives emphasized the potential of the combined entity to transform the homeownership journey, enhance customer experiences through AI, and create long-term value for shareholders. Significant emphasis was placed on integrating technologies and cultures post-merger, as well as on the synergies anticipated from the combination. The announcement cautioned about the risks involved, including the need for necessary approvals and the impact of the transaction on ongoing business operations.

Form Type: 425

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525077951

Filing Summary: On April 10, 2025, Mr. Cooper Group Inc. announced its proposed merger with Rocket Companies, Inc. during the 9th annual Core Value Awards held in Coppell, Texas. CEO Jay Bray expressed pride in the company's achievements in 2024 and described the merger as an exciting next step, emphasizing the alignment in customer focus and the transformation of the homeownership experience between both companies. He noted Rocket's innovative home lending reputation and Mr. Cooper's strong talent and culture as complementary strengths. The merger aims to create an integrated homeownership journey leveraging advanced servicing platforms and leading market brands. A cautionary statement highlighted that while optimistic about the merger's synergies and benefits, the transaction is subject to risks and uncertainties, including the need for stockholder approvals and potential delays. Further information regarding the transaction will be detailed in a forthcoming SEC registration filing and Joint Proxy and Information Statement/Prospectus.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000119312525076918

Filing Summary: Mr. Cooper Group Inc. filed a communication detailing its intent to join Rocket Companies. The announcement is expected to raise questions about the future of Mr. Cooper's subservicing business and relationships. The document emphasizes Mr. Cooper's established high-performing servicing platform and its commitment to maintaining excellence during the transition to Rocket Companies. Clients who have non-solicitation or private-label agreements can expect those to be honored. A cautionary statement outlines potential risks and uncertainties regarding the proposed merger with Rocket, including the need for stockholder approvals and the fulfillment of various closing conditions. The document also mentions upcoming filings with the SEC, including a registration statement on Form S-4 and a Joint Proxy and Information Statement/Prospectus, to provide more detailed information about the merger.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525076921

Filing Summary: On April 9, 2025, Mr. Cooper Group Inc. communicated important information regarding its proposed acquisition by Rocket Companies, Inc. The document discussed the implications of a 'trigger lead', which is generated when a customer's credit report is accessed during a mortgage application, leading to interest from other lenders, specifically Rocket. It reassured current customers that their loans would continue to be serviced under the Rocket Mortgage brand after the acquisition's completion, projected for between October and December 2025. Mr. Cooper emphasized that customer service will remain uninterrupted during the transition, and the same loan officers will continue to assist customers. The document also included cautionary forward-looking statements regarding potential risks associated with the acquisition, including regulatory approvals and market conditions, and highlighted the necessity for investors to review the upcoming Registration Statement on Form S-4 and the Joint Proxy and Information Statement/Prospectus for further details.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000095014225000988

Filing Summary: Rocket Companies, Inc. announced a planned merger with Mr. Cooper Group Inc., which was communicated by CEO Varun Krishna to the employees of Mr. Cooper on April 4, 2025. This strategic move aims to create America’s first integrated homeownership platform by merging the strengths of both companies. Mr. Cooper is recognized for its industry influence and shared values with Rocket. The merger agreement was established on March 31, 2025, and includes potential financial benefits, synergies, and growth opportunities. Rocket intends to file a registration statement on Form S-4 with the SEC to formalize the process and facilitate the merger, which will also require stockholder approval. Forward-looking statements mention various potential risks associated with the merger, including regulatory approvals and the ability to successfully integrate the two companies post-transaction.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525070501

Filing Summary: On March 31, 2025, Mr. Cooper Group Inc. entered into a Merger Agreement with Rocket Companies, Inc. The agreement encompasses two mergers: the Maverick Merger, in which Maverick Merger Sub will merge into Mr. Cooper, and the Forward Merger, where Mr. Cooper will subsequently merge into Forward Merger Sub. Shareholders of Mr. Cooper will receive 11.00 shares of Rocket's Class A common stock for each share they own, alongside a special cash dividend of $2.00 per share. The merger is subject to customary closing conditions including stockholder approval and regulatory clearances, and is projected to be completed by December 31, 2025, with potential extensions until September 30, 2026 if regulatory clearances are pending. The merger represents a total equity value of approximately $9.4 billion, and agreements include payment terms and conditions for Mr. Cooper's stockholders and executives, along with provisions for RSUs and special treatment for non-employee directors. Board approvals from both companies have been secured, and a change in control severance plan has been established for Mr. Cooper's executive officers.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525070502

Filing Summary: On March 31, 2025, it was announced that Mr. Cooper Group Inc. has reached a definitive agreement for Rocket Companies to acquire the company. The transaction is planned to close in the fourth quarter of 2025, pending necessary approvals. Both companies are committed to maintaining their B2B channels, with Mr. Cooper's platform complementing Rocket Mortgage. Jay Bray, the Chairman and CEO of Mr. Cooper, is expected to become the President and CEO of Rocket Mortgage following the merger. The communication contains forward-looking statements regarding the expected integration and potential risks associated with the acquisition, including the necessity of stockholder approval and other closing conditions.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525070493

Filing Summary: On March 31, 2025, Mr. Cooper Group Inc. entered into a Merger Agreement with Rocket Companies, Inc. under which Mr. Cooper will merge with Rocket's newly formed subsidiary Maverick Merger Sub. The merger will result in Mr. Cooper becoming a wholly owned subsidiary of Rocket. Each share of Mr. Cooper common stock will be converted into the right to receive 11 shares of Rocket’s Class A common stock plus cash for any fractional shares, representing an equity value of $9.4 billion. There will be a special cash dividend of $2.00 per share to Mr. Cooper stockholders. The transaction is subject to several conditions, including stockholder approval, and is expected to close by December 31, 2025, with possible extensions.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068926

Filing Summary: Mr. Cooper Group Inc. announced an exciting merger with Rocket Mortgage, aiming to enhance the homeownership experience through innovative technology. Customers will transition to managing their mortgages under the Rocket Mortgage brand by the end of the year, with no immediate changes to the terms and conditions of existing mortgages. The merger agreement details future expectations, potential synergies, and risks associated with the completion of the transaction, emphasizing the need for regulatory approvals and the importance of effective communication throughout the process. The companies will file a registration statement with the SEC for the merger, which includes key financial and operational projections.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068930

Filing Summary: Mr. Cooper Group Inc. has announced a strategic merger with Rocket Mortgage, which aims to enhance the homeownership experience by leveraging advanced technology. The terms of existing mortgages for Mr. Cooper customers will remain unchanged during the transition, which is expected to conclude by the end of 2025. Customers are advised that they will be notified throughout the merging process. The merger agreement was entered into on March 31, 2025, and anticipates the transformation of Mr. Cooper's operations to Rocket Mortgage. The release includes cautionary statements regarding forward-looking information, potential risks associated with the merger, and details on regulatory filings expected with the SEC, emphasizing the importance of reading the comprehensive disclosure documents related to this transaction.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068935

Filing Summary: Mr. Cooper Group Inc. and Rocket Mortgage are entering into a merger, combining their operations to enhance the homeownership experience for customers through advanced technology and improved service efficiency. This joining of forces, announced on March 31, 2025, will allow Mr. Cooper customers to continue their mortgage services without immediate changes, ensuring a smooth transition to Rocket Mortgage branding by the end of the year. The announcement reassures customers that their mortgage terms will remain intact during the merging process, while an anticipated Registration Statement on Form S-4 will be filed with the SEC, containing a Joint Proxy and Information Statement/Prospectus for stockholders. The document outlines both potential benefits and risks associated with the merger, including the need for regulatory approvals and the challenges of integrating the two companies.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068938

Filing Summary: On March 31, 2025, Mr. Cooper Group Inc. announced a merger with Rocket Companies, combining the largest servicer with the largest lender to improve homeownership experiences. CEO Jay Bray communicated this significant development to employees, expressing admiration for the team's accomplishments and commitment to homeownership. The merger aims to leverage Rocket's origination strengths and Mr. Cooper's servicing capabilities to create a transformative effect on homeownership. The merger hints at a series of forthcoming steps including approvals and potential risks associated with the deal, such as delays, stockholder approvals, or litigation. Furthermore, there will be filings with the SEC, including a registration statement on Form S-4 and a joint proxy statement, which will provide detailed information about the merger and its implications for stakeholders.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068944

Filing Summary: Mr. Cooper Group Inc. is engaged in a proposed merger with Rocket Companies, Inc., as detailed in a communication from CEO Jay Bray dated March 31, 2025. Bray expresses excitement about the transaction, highlighting the shared cultural alignment between the two companies and the aim of improving customer experience in homeownership. The communication includes a cautionary statement regarding forward-looking information related to the transaction, potential risks involved, and the expected filing of a registration statement on Form S-4 with the SEC. Investors are urged to carefully read upcoming documents related to the merger, including the Joint Proxy and Information Statement/Prospectus. The message emphasizes the importance of team commitment and customer care during this transitional period.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068946

Filing Summary: Mr. Cooper Group Inc. announced its merger with Rocket Companies, Inc., a Detroit-based fintech platform, which includes the acquisition of all entities under Mr. Cooper Group such as Mr. Cooper, Xome, Roosevelt, and Rushmore Servicing. The transaction is expected to enhance customer experience by combining the largest mortgage servicer with the largest lender, aligning their vision for customer care, innovation, and cultural values. Mr. Cooper's Chairman and CEO, Jay Bray, will assume the role of President and CEO of Rocket Mortgage post-transaction. The completion of the merger is anticipated in Q4 2025, with ongoing communications to team members and customers regarding the transition and integration plans. Employees of Mr. Cooper Group will become employees of Rocket post-closing, but current job responsibilities will remain unchanged until the merger is finalized.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525067734

Filing Summary: On March 31, 2025, Mr. Cooper Group Inc. and Rocket Companies, Inc. announced a definitive agreement for Rocket to acquire all outstanding shares of Mr. Cooper in an all-stock transaction, referred to as the Merger Agreement. The companies will present an investor presentation related to this agreement. They also issued a joint press release regarding the merger. This announcement includes forward-looking statements on anticipated benefits, risks, and the expected timing of the transaction closing, indicating the dynamic nature of the deal and its implications for both companies.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000095014225000895

Filing Summary: On March 31, 2025, Rocket Companies, Inc. entered into a Merger Agreement with Mr. Cooper Group Inc. Under this agreement, Maverick Merger Sub will merge with and into Mr. Cooper, with Mr. Cooper becoming a wholly owned subsidiary of Rocket. Shareholders of Mr. Cooper will receive 11.00 shares of Rocket's Class A common stock for each share of Mr. Cooper common stock they hold, along with a special cash dividend of $2.00 per share before the merger. The total equity value of the merger is approximately $9.4 billion. The agreement requires certain conditions to be met, including shareholder approvals and regulatory clearances. Both companies' boards have unanimously approved the agreement, with Rocket planning to finance the merger through a $4.95 billion bridge loan, and will file necessary documents with the SEC in connection with this transaction.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000917

Filing Summary: Rocket Companies, Inc. announced its decision to acquire Mr. Cooper Group Inc., the largest mortgage servicer in the United States. This move is expected to enhance Rocket’s mission of helping homeownership by increasing its client base significantly from nearly 3 million to about 10 million clients. Mr. Cooper's integration is projected to stabilize Rocket’s business model through enhanced mortgage servicing, generating a reliable revenue stream especially in varying interest rate environments. The transaction signifies a culture alignment between the two companies. Jay Bray, Mr. Cooper's CEO, will assume the role of President and CEO of Rocket Mortgage upon deal closure, reinforcing leadership continuity. Both companies will continue to operate separately until the deal is finalized, anticipated in the fourth quarter of 2025. Additional filings will be made with the SEC, including a registration statement and prospectus concerning the merger.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000919

Filing Summary: Rocket Companies, Inc. has announced the acquisition of Mr. Cooper Group Inc., which is recognized as America’s largest mortgage servicer. This move comes shortly after Rocket's announcement of acquiring Redfin. The strategic aim is to develop a comprehensive homeownership platform that includes mortgage, home search, and servicing functionalities. By acquiring Mr. Cooper, Rocket expects to significantly enhance its servicing capacity, ultimately raising its combined mortgage servicing portfolio to approximately $2.1 trillion and increasing its client servicing from nearly 3 million to 10 million. This integration is anticipated to provide Rocket a more balanced business model with better revenue stability across varying rate environments, supporting further advancements in artificial intelligence capabilities and cost reduction without compromising client service. The expected closing of the deal is in the fourth quarter of this year, with an emphasis on maintaining separate operations until that date. Overall, the merger signifies a substantial growth opportunity and a commitment to improving operational effectiveness and service delivery in the mortgage sector.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000920

Filing Summary: Rocket Companies, Inc. has announced a transaction with Mr. Cooper Group Inc. to bring together their organizations through an acquisition, alongside a separate transaction with Redfin. While both acquisitions are at early stages and proceeding on different timelines, Mr. Cooper will remain independent until closing, with no immediate changes to roles, compensation, or benefits currently expected. Jay Bray, CEO of Mr. Cooper, is anticipated to become President and CEO of Rocket Mortgage upon the completion of the acquisition. The integration of the companies will be carried out thoughtfully, focusing on a smooth transition while maintaining transparency with employees. The headquarters for Mr. Cooper will stay in Dallas, and employees will not be allowed to change roles prior to the closing of the transactions, which is expected for Mr. Cooper in Q4 of 2025. Partners of Rocket are assured there will be no immediate changes impacted by the acquisitions. Rocket's stock will continue to be traded as usual. Risks regarding the completion of these transactions are acknowledged, and investors are encouraged to read related statements and filings when available.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000095014225000922

Filing Summary: On March 31, 2025, Rocket Companies, Inc. made a LinkedIn post regarding a proposed transaction with Mr. Cooper Group Inc., highlighting the planned merger between the two companies. The communication included a cautionary statement regarding forward-looking information, touching upon anticipated future financial results, benefits and synergies from the merger, and the issuance of common stock by Rocket as part of the agreement. The merger agreement anticipates that Rocket will file a Registration Statement with the SEC, along with a Joint Proxy and Information Statement/Prospectus. Further risks associated with the merger were outlined, such as the potential for not receiving required approvals, impacts on employee retention, and risks of legal proceedings. Stakeholders are advised to read the forthcoming Registration Statement and related documents for detailed information on the merger process and its implications for both companies' securities.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000095014225000923

Filing Summary: On March 31, 2025, Rocket Companies, Inc. filed a Form 425 related to the proposed transaction with Mr. Cooper Group Inc., indicating that a Merger Agreement has been entered into on the same date. The communication includes forward-looking statements about the transaction, expected benefits, and synergies between the two companies. Risks associated with the merger include potential delays in completion, failure to obtain stockholder approvals, management distractions, legal proceedings, and uncertainties regarding economic conditions. The transaction is subject to various closing conditions and regulatory approvals, with additional information to be provided in a Registration Statement to be filed with the SEC. Investors and stockholders are encouraged to read this upcoming documentation carefully as it will contain crucial information regarding the merger.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000924

Filing Summary: Rocket Companies, Inc. has announced a significant acquisition of Mr. Cooper Group Inc., valued at $9.4 billion in an all-stock transaction. Each Mr. Cooper share will convert to 11 shares of Rocket, pricing Mr. Cooper at approximately $143.33 per share based on recent trading. This merger is expected to close in the fourth quarter of 2025, subject to shareholder and regulatory approvals. The acquisition aims to create a fully integrated homeownership platform combining Rocket's origination expertise and Mr. Cooper's superior servicing capabilities. Key benefits include a tripling of servicing clients, enhanced data and AI capabilities, and estimated annual synergies exceeding $500 million, primarily through increased efficiencies and revenue optimization. Rocket's 83% recapture rate combined with Mr. Cooper's scale promises to significantly bolster client retention and facilitate seamless cash flow management in varying market conditions. The strategic alignment between the two companies is noted to be strong, with shared values and ambitions, aiming to enhance the customer experience across the homeownership journey.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525067735

Filing Summary: On March 31, 2025, Mr. Cooper Group Inc. announced a definitive agreement with Rocket Companies, Inc. for Rocket to acquire all outstanding shares of Mr. Cooper in an all-stock transaction. Under the terms of the Merger Agreement, shareholders of Mr. Cooper will receive a fixed number of shares of Rocket Class A common stock at an exchange ratio of 11.0x, equating to $143.33 per share of Mr. Cooper, which represents a 35% premium over the average share price over the prior 30 days. The merger is anticipated to close in the fourth quarter of 2025, pending shareholder and regulatory approvals. The transaction is expected to be accretive to earnings in 2025 and generate annual pre-tax run-rate synergies of approximately $500 million. Additionally, prior to the transaction close, Mr. Cooper shareholders will receive a $2 per share cash dividend.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525068925

Filing Summary: On March 31, 2025, Mr. Cooper Group Inc. announced a definitive agreement for Rocket to acquire the company, merging the largest servicer with the largest lender in a bid to reimagine the homeownership experience. The transaction is subject to necessary approvals and is anticipated to close in the fourth quarter of 2025. During this period, Mr. Cooper will operate its business as usual while integration plans are developed. The announcement included cautionary statements regarding the forward-looking nature of the business and potential risks associated with the completion of the transaction. These include delays in approvals, impacts on personnel and operations, and the realization of expected synergies. Further documentation, including a Registration Statement on Form S-4, will be filed with the SEC, and investors are encouraged to read all materials related to the transaction carefully.

Form Type: 8-K/A

Filing Date: 2025-01-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000117184325000270

Filing Summary: On January 16, 2025, Mr. Cooper Group Inc. filed an Amendment No. 1 to its Current Report on Form 8-K originally filed on November 6, 2024. The initial report disclosed that on October 31, 2024, Nationstar Mortgage LLC, a subsidiary of Mr. Cooper, completed its acquisition of certain assets from Flagstar Bank, including mortgage servicing rights, customer relationship intangibles, and third-party origination operations. This amendment provides updated financial statements and pro forma financial information relevant to the acquisition. It includes an audited abbreviated statement of assets acquired and liabilities assumed as of December 31, 2023, and the audited revenue statement for the same period. Also included are interim financial statements for the nine months ended September 30, 2024, and unaudited pro forma financial data. No other modifications to the initial report are made by this amendment.