M&A - Rocket Companies, Inc.

Form Type: S-4/A

Filing Date: 2025-07-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065481

Filing Summary: Rocket Companies, Inc. has filed an amendment to Form S-4 in connection with its merger agreement dated March 31, 2025, with Mr. Cooper Group Inc. and its newly formed subsidiaries, detailing the proposed Maverick and Forward mergers. These mergers involve Maverick Merger Subsidiary merging into Mr. Cooper, which will continue as a wholly-owned subsidiary of Rocket, followed by Mr. Cooper merging into Forward Merger Subsidiary. Under the agreement, Mr. Cooper stockholders will exchange each share for 11 shares of Rocket's Class A common stock and receive a cash dividend of $2.00 per share prior to the merger's effective time. The agreement requires stockholder approval from Rocket due to regulations concerning substantial equity distribution. An overwhelming majority of stockholder votes (79%) have already been secured to approve the stock issuance necessary for the merger, ensuring the merger's progress without further delay.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000141881225000020

Filing Summary: This amendment supplements the Schedule 13D filed by the Reporting Persons regarding Rocket Companies, Inc.'s Class A Common Stock. The source of funds for the purchase was the working capital of ValueAct Master Fund. The total purchase price for the shares beneficially owned by ValueAct Master Fund is approximately $246,408,433.61. As of the filing date, the Reporting Persons collectively beneficially own 19,727,127 shares, representing about 7.7% of the company's outstanding shares. This ownership includes shares acquired through an all-stock acquisition of Redfin Corporation, which affects the outstanding share count of Rocket Companies. The number of shares reported assumes both the reported outstanding shares as of May 2, 2025, and the additional shares to be distributed from Redfin's acquisition. The document indicates that ValueAct Master Fund acquired 4,601,518 shares as a result of this transaction effective July 2, 2025.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925064824

Filing Summary: On July 1, 2025, Rocket Companies, Inc. completed the acquisition of Redfin Corporation as per the Agreement and Plan of Merger dated March 9, 2025. The merger involved Merger Sub, a wholly owned subsidiary of Rocket, merging with Redfin, which continues as a subsidiary of Rocket. As a result of the merger, 103,391,679 shares of Rocket Class A common stock were issued to Redfin's stockholders. Additionally, Rocket became a co-obligor under Redfin's convertible senior notes. Holders of the 2025 and 2027 Convertible Notes can convert their notes into Rocket shares under specified terms. The merger has significant implications for Redfin's outstanding shares, options, and restricted stock, which have been converted into Rocket's equivalent. Redfin's obligations under various notes will now be guaranteed by Redfin as part of the transaction. The finalization of the merger was communicated through a press release issued by the Company on the same date.

Form Type: 8-K/A

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000095014225001795

Filing Summary: On June 30, 2025, Rocket Companies, Inc. completed the simplification of its organizational and capital structure, collapsing its 'Up-C' structure and reducing its classes of common stock from four to two. This simplification enables the company to better utilize its common stock as acquisition currency, facilitating the previously announced acquisition of Redfin Corporation, which was completed on July 1, 2025. Additionally, the Mr. Cooper Group Inc. acquisition remains subject to customary closing conditions. This report amends a prior Form 8-K to include necessary pro forma financial information as stated in the Original Form 8-K. The company has provided unaudited pro forma financial statements reflecting the impact of these acquisitions, which are included as exhibits.

Form Type: S-3ASR

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000095014225001794

Filing Summary: On July 1, 2025, Rocket Companies, Inc. completed the merger with Redfin Corporation, wherein Neptune Merger Sub, a wholly owned subsidiary of Rocket, merged with and into Redfin. This merger resulted in Redfin becoming a wholly owned subsidiary of Rocket. Following the merger, Rocket assumed the equity awards of stock options and restricted stock units that were outstanding under Redfin's Amended and Restated 2004 Equity Incentive Plan. In connection with this, Rocket filed a registration statement to register 104,519 shares of its Class A common stock, which are intended for issuance due to the assumption of the options held by former Redfin employees. The registration statement is classified as Form S-3ASR and is effective upon filing. The transaction signifies Rocket's strategic expansion in the real estate sector.

Form Type: S-8

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000095014225001796

Filing Summary: Rocket Companies, Inc. filed a Registration Statement on Form S-8 to register 10,162,285 shares of its Class A common stock in connection with the assumption of two equity incentive plans following its merger with Redfin Corporation. The merger agreement, effective July 1, 2025, allowed Rocket's wholly owned subsidiary, Neptune Merger Sub, to merge with Redfin Corporation, which will continue as a wholly owned subsidiary of Rocket. This filing indicates compliance with the Securities Act as the company has met the necessary requirements for this registration.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000095014225001738

Filing Summary: On June 30, 2025, Rocket Companies, Inc. completed a significant simplification of its organizational and capital structure as part of a series of transactions known collectively as the 'Transactions.' This included collapsing its 'Up-C' structure, thereby reducing the number of common stock classes from four to two, and enhancing the clarity of its corporate profile. The simplification was pivotal in the context of two announced acquisitions, namely, Redfin Corporation and Mr. Cooper Group Inc. Both acquisitions hinge upon the successful completion of this organizational restructuring. The company amended its charter to introduce a new class of common stock called Class L and eliminated Class B and Class C common stocks. Additionally, the company entered into key agreements for tax receivables and indemnity. This filing is essential in summarizing corporate activity that reinforces the company’s growth strategy and improves its capacity for future acquisitions.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225001573

Filing Summary: Rocket Companies, Inc. announced and priced the private offering of $2.0 billion aggregate principal amount of 6.125% and 6.375% senior notes due 2030 and 2033, respectively, on June 3 and June 5, 2025. The notes will be guaranteed by Rocket Mortgage and its subsidiaries. Upon completion of the acquisitions of Redfin Corporation and Mr. Cooper Group Inc., additional guarantees will come into effect. Proceeds from the offering will be used for redeeming existing senior notes, paying related fees, and repaying secured debt post-acquisition. The offering is not contingent on completing the acquisitions, but has a mandatory redemption clause if the Mr. Cooper Acquisition is not finalized by September 30, 2026. Copies of the related press releases are attached as exhibits. The notes will not be registered under the Securities Act and are offered only to qualified institutional buyers and non-U.S. persons.

Form Type: DEF 14A

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000180528425000071

Filing Summary: Rocket Companies, Inc. held its 2025 annual meeting of stockholders virtually, inviting stockholders to participate online. The document highlights significant achievements in 2024, including assisting 365,000 clients with home purchases or refinancing and improving operational efficiency through AI-driven measures. Crucial announcements include the agreements to acquire Redfin and Mr. Cooper, enhancing Rocket's service capacity and market presence. The 'Up-C Collapse' is planned to simplify the company’s organizational structure. The annual meeting scheduled for June 11, 2025, includes proposals for director elections and the ratification of the accounting firm Ernst & Young LLP. Key votes and company strategies for growth and operational scaling are also emphasized, along with appreciation for contributions from departing board member Nancy Tellem.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000180528425000050

Filing Summary: On April 30, 2025, Rocket Mortgage, LLC, an indirect subsidiary of Rocket Companies, Inc., entered into a new Revolving Credit Agreement (the '2025 Credit Agreement') with an initial commitment of $1.15 billion, maturing on July 3, 2028. This agreement will increase to $2.25 billion upon the acquisition of Mr. Cooper Group Inc., among other conditions. The proceeds will be used for general corporate purposes, with unsecured borrowings subject to interest rates based on a base rate plus an applicable margin. The agreement imposes certain financial covenants and restrictions on the Company, as well as customary events of default. The 2024 Credit Agreement was terminated on the same date without penalties.

Form Type: CORRESP

Filing Date: 2025-04-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925032699

Filing Summary: Rocket Companies, Inc. filed a registration statement on Form S-4 in connection with the proposed acquisition of Mr. Cooper Group Inc. The acquisition is formalized through an Agreement and Plan of Merger that was entered into on March 31, 2025. The registration statement intentionally omits certain unaudited pro forma financial information related to this acquisition, as this information is not yet available. The company has committed to including this omitted information in a pre-effective amendment to the registration statement.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000095014225000894

Filing Summary: On March 31, 2025, Rocket Companies, Inc. entered into a Merger Agreement with Mr. Cooper Group Inc. The agreement stipulates a merger between Maverick Merger Sub, Inc., a subsidiary of Rocket, and Mr. Cooper, followed by a merger with Forward Merger Sub, LLC. As per the agreement, each share of Mr. Cooper's stock will be exchanged for 11 shares of Rocket's Class A common stock, resulting in an equity value of $9.4 billion. Additionally, Mr. Cooper's stockholders will receive a special cash dividend of $2.00 per share prior to the merger. The merger is subject to customary conditions such as shareholder approval and regulatory compliance. The Board of Directors of both companies has unanimously approved the agreement, which includes provisions regarding stockholder approvals, termination rights, and governance provisions post-merger. Rocket also secured a $4.95 billion bridge loan to finance the transaction, which is contingent upon the success of the merger negotiations and approvals. Joint press releases have been issued to announce the merger details, with further filings to be made with the SEC, including a Registration Statement containing the Joint Proxy and Information Statement/Prospectus for stockholders.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000095014225000694

Filing Summary: Rocket Companies, Inc. announced on March 9, 2025, that it has entered into a Transaction Agreement to simplify its organizational structure, which includes the collapse of its current ‘Up-C’ structure. This restructuring will reduce the classes of common stock from four to two, granting one vote per share for each class of common stock, thereby increasing equity liquidity and simplifying the corporate profile. Additionally, a cash dividend of $0.80 per share will be paid to Class A common stockholders on April 3, 2025. The agreement includes a series of mergers involving Rocket Companies, RHI, and other subsidiaries. Post-transaction, Daniel Gilbert is expected to control 62.38% of the combined voting power of the company. The changes also impose transfer restrictions on certain shareholders for a defined period. These developments are part of a broader strategy to enhance the company’s ability to use its stock for acquisitions and simplify governance.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000095014225000696

Filing Summary: On March 9, 2025, Rocket Companies, Inc. entered into a Merger Agreement with Redfin Corporation wherein Merger Sub, a wholly owned subsidiary of Rocket, will merge with Redfin, leading to Redfin becoming a wholly owned subsidiary of Rocket. Each outstanding share of Redfin common stock will convert into a right to receive 0.7926 shares of Rocket's Class A common stock, valuing the deal at $1.75 billion. The merger is contingent upon various conditions, including majority stockholder approval from Redfin, fulfillment of regulatory requirements, and the absence of prohibitive legal interventions. The merger is scheduled for completion by December 9, 2025, provided specific closing conditions are met. Both companies' boards have unanimously approved the transaction. A joint press release detailing the transaction was issued on March 10, 2025, along with an investor presentation.