Rocket Companies Extends Deadline for Nationstar Mortgage Holdings Tender Offers

Rocket Companies (RKT) extended the expiration date to September 30, 2025, for its tender offers and consent solicitations regarding Nationstar’s senior notes, a subsidiary of Mr. Cooper. The offers are linked to Rocket’s pending acquisition of Mr. Cooper. Rocket secured consents to amend indentures, removing change of control offer requirements. As of September 2, 2025, approximately 88% and 89% of the 2030 and 2031 notes, respectively, were tendered. The offers are subject to customary conditions, including the completion of the Mr. Cooper acquisition.

DETROIT, Sept. 2, 2025Rocket Companies (NYSE: RKT), the Detroit-based fintech platform renowned for its mortgage, real estate, title, and personal finance operations, has announced an extension to the expiration date for its previously disclosed tender offers. This also includes consent solicitations for outstanding notes of Nationstar Mortgage Holdings Inc. (“Nationstar”), a subsidiary of Mr. Cooper Group Inc. (“Mr. Cooper”). The notes in question are the 5.125% Senior Notes due 2030 and the 5.750% Senior Notes due 2031.

The expiration date for these Tender Offers and Consent Solicitations has been pushed from September 2, 2025, to September 30, 2025, at 5:00 p.m. ET. Rocket Companies reserves the right to further extend or terminate this date. Crucially, these offers are directly linked to Rocket Companies’ pending acquisition of Mr. Cooper, a move that’s been closely watched by industry analysts.

Insiders are eyeing the “Settlement Date,” projected to occur on or before the second business day following the revised Expiration Date. Rocket Companies anticipates a possible further extension of the Expiration Date, aligning it with the potential consummation of the Mr. Cooper Acquisition. Investors who tendered notes after the Early Tender Deadline of August 15, 2025, will find that these tenders become irrevocable, except as legally required. No tenders submitted post the Expiration Date will be considered valid.

Rocket Companies has already secured sufficient consents to amend the applicable Indentures governing the Notes. These amendments are strategically designed to eliminate the requirement for a “Change of Control” offer post-Mr. Cooper acquisition, remove the majority of restrictive covenants, streamline legal defeasance conditions, and limit events of default to those concerning principal and interest payments. Nationstar and the trustee of each series of Notes have entered into supplemental indentures to enact these amendments, which will take effect once Rocket Companies accepts the relevant series of Notes meeting the Requisite Consents.

According to D.F. King & Co., Inc., the Depositary and Information Agent for these Tender Offers and Consent Solicitations, as of September 2, 2025, $574,125,000 aggregate principal amount of the 2030 Notes (approximately 88.33% of the outstanding 2030 Notes) and $535,765,000 aggregate principal amount of the 2031 Notes (approximately 89.29% of the outstanding 2031 Notes) were validly tendered and not validly withdrawn. This indicates a strong level of investor engagement and confidence in Rocket Companies’ strategy.

The Tender Offers and Consent Solicitations are subject to customary conditions, including the consummation of the Mr. Cooper acquisition as outlined in the Merger Agreement dated March 31, 2025. Financial analysts indicate this acquisition has been long rumored and would be a massive boost to Rocket’s portfolio if it can successfully close the deal.

This announcement is strictly informational and does not constitute an offer to sell or solicit an offer to buy any security. Offers, solicitations, or sales will not be made in any jurisdiction where such actions are unlawful.

J.P. Morgan Securities LLC is acting as the Dealer Manager for the Tender Offers and Consent Solicitations.

It’s crucial to note that neither Rocket Companies, its board, Mr. Cooper and its subsidiaries, Nationstar, Rocket Mortgage, LLC, Redfin Corporation, the Dealer Manager, the Depositary and Information Agent, nor the Trustee under each Indenture are offering recommendations on whether noteholders should tender their Notes. The Tender Offers and Consent Solicitations are governed solely by the Offer to Purchase and Consent Solicitation Statement and are not being made in any jurisdiction where they would violate securities laws.

Forward-Looking Statements

This release contains forward-looking statements regarding the proposed transaction between Rocket Companies and Mr. Cooper, including benefits, synergies, and expected timing. These statements are subject to risks and uncertainties that could cause actual results to differ materially. Such risks include the failure to complete the transaction, regulatory hurdles, the impact on personnel and relationships, diversion of management’s attention, legal proceedings, economic factors, termination events, restrictions during the pendency of the transaction, tax treatment, realization of synergies, legislative changes, value of Rocket Companies securities, integration challenges, and market price volatility.

These risks are described more fully in Rocket Companies’ filings with the SEC, including its registration statement on Form S-4/A filed on July 25, 2025. The company disclaims any obligation to update these forward-looking statements.

Original article, Author: Jam. If you wish to reprint this article, please indicate the source:https://aicnbc.com/8523.html

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