Rocket Companies, Inc. Closes $4 Billion Senior Notes Offering and Related Agreements

Published: 2025-06-23 07:05:42 ET RKT

Published on 06/23/2025 at 07:05

On June 20, 2025, Rocket Companies, Inc. closed its previously announced offering of $2.0 billion aggregate principal amount of 6.125% senior notes due 2030 and $2.0 billion aggregate principal amount of 6.375% senior notes due 2033 in private transactions pursuant to Rule 144A and/or Regulation S under the Securities Act of 1933, as amended . The Notes were issued pursuant to an Indenture, dated as of June 20, 2025, among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Rocket Mortgage, LLC and each of Rocket Mortgage?s domestic subsidiaries that are issuers or guarantors under Rocket Mortgage?s existing senior notes.

Upon the consummation of the previously announced proposed acquisition of Redfin Corporation, the Notes will also be guaranteed, on a senior unsecured basis, by Redfin. Upon the consummation of the previously announced proposed acquisition of Mr. Cooper Group Inc., the Notes will also be guaranteed, jointly and severally, on a senior unsecured basis, by Mr. Cooper and each of Mr. Cooper?s subsidiaries that are issuers or guarantors of existing senior notes of Nationstar Mortgage Holdings Inc.?s, a subsidiary of Mr. Cooper (? NMH?).

In the future, any subsidiary of the Company that guarantees or issues any Additional Capital Markets Debt (as defined in the Indenture) will guarantee the Notes. The Company intends to use the proceeds from the Offering to (i) on the closing date for the Mr. Cooper Acquisition, redeem NMH?s 5.000% senior notes due 2026, 6.000% senior notes due 2027 and 5.500% senior notes due 2028 at redemption prices equal to 100% of the principal amount of such notes, plus accrued and unpaid interest to, but excluding, the redemption date (the ? Redemption?), (ii) pay fees and expenses related to the Offering and the Redemption, (iii) at the Company?s discretion, redeem, purchase (including, if required, in a change of control offer) and/or amend NMH?s 6.500% senior notes due 2029, 5.125% senior notes due 2030, 5.750% senior notes due 2031 and 7.125% senior notes due 2032 and pay fees and expenses in connection therewith and (iv) after the consummation of the Mr. Cooper Acquisition, repay secured debt of the Company and its subsidiaries (including Redfin, Mr. Cooper and their subsidiaries).

The Notes will be subject to a special mandatory redemption if the Mr. Cooper Acquisition is not consummated by September 30, 2026, and a partial special mandatory redemption 45 days after the Mr. Cooper Acquisition for any of the Notes proceeds that are not, within 45 days of the Mr. Cooper Acquisition, used in the Redemption or the repayment of other secured debt of the Company and its subsidiaries. The 2030 Notes mature on August 1, 2030 unless earlier redeemed or repurchased. No sinking fund is provided for the 2030 Notes.

Cash interest on the 2030 Notes will accrue from June 20, 2025 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of 6.125% per year. The 2033 Notes mature on August 1, 2033 unless earlier redeemed or repurchased. No sinking fund is provided for the 2033 Notes.

Cash interest on the 2033 Notes will accrue from June 20, 2025 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of 6.375% per year. Prior to August 1, 2027, the Company may redeem the 2030 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor more than 60 days? notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a ?make-whole?

premium and accrued and unpaid interest. On or after August 1, 2027, the Company may redeem the 2030 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor more than 60 days? notice, at the redemption prices set forth in the Indenture.

The Company may also redeem the 2030 Notes prior to August 1, 2027, at any time or from time to time, in an amount equal to the net cash proceeds received by the Company or any parent thereof from any equity offering at a redemption price equal to 106.125% of the principal amount plus accrued and unpaid interest, if any, to but excluding the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the 2030 Notes (calculated after giving effect to any issuance of additional notes that are 2030 Notes), provided that the redemption takes place not later than 90 days after the closing of the related equity offering; and not less than 50% of the principal amount of the 2030 Notes remains outstanding immediately thereafter. Prior to August 1, 2028, the Company may redeem the 2033 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor more than 60 days? notice, at a redemption price equal to 100% of the principal amount of the 2033 Notes redeemed, plus a ?make-whole?

premium and accrued and unpaid interest. On or after August 1, 2028, the Company may redeem the 2033 Notes at its option, in whole at any time or in part from time to time, upon giving not less than 10 nor more than 60 days? notice, at the redemption prices set forth in the Indenture.

The Company may also redeem the 2033 Notes prior to August 1, 2028, at any time or from time to time, in an amount equal to the net cash proceeds received by the Company or any parent thereof from any equity offering at a redemption price equal to 106.375% of the principal amount plus accrued and unpaid interest, if any, to but excluding the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the 2033 Notes (calculated after giving effect to any issuance of additional notes that are 2033 Notes), provided that the redemption takes place not later than 90 days after the closing of the related equity offering; and not less than 50% of the principal amount of the 2033 Notes remains outstanding immediately thereafter. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to, among other things: (i) create liens on assets and (ii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These covenants are subject to a number of important limitations and exceptions.

Additionally, upon the occurrence of specified change of control triggering events, the Company shall offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.