M&A - Rocket Companies, Inc.

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.

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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.

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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.

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