Rocket Cos. Announces Offering of $4B in Senior Notes due 2030 and Senior Notes due 2033

Rocket Cos. Inc., the Detroit-based fintech platform including mortgage, real estate, title, and personal finance businesses, is proposing to issue and sell $2 billion aggregate principal amount of senior notes due 2030 and $2 billion aggregate principal amount of senior notes due 2033 in an offering that will be exempt from the registration requirements of the Securities Act of 1933, as amended.

The notes will initially be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Rocket Mortgage 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 proposed acquisition of Redfin Corp., the notes also will 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 also will 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.

The company says it intends to use the proceeds from the offering to, on the closing date for the Mr. Cooper acquisition, redeem NMH’s 5.000 percent senior notes due 2026, 6.000 percent senior notes due 2027 and 5.500 percent senior notes due 2028 at redemption prices equal to 100 percent of the principal amount of such notes. That also includes accrued and unpaid interest to, but excluding, the redemption date pay fees and expenses related to the offering and the redemption.

In addition, at the company’s discretion, it may redeem, purchase (including, if required, in a change of control offer) and/or amend NMH’s 6.500 percent senior notes due 2029, 5.125 percent senior notes due 2030, 5.750 percent senior notes due 2031 and 7.125 percent senior notes due 2032 and pay fees and expenses in connection therewith and 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 offering is not contingent on the consummation of the Redfin acquisition or the Mr. Cooper acquisition. The notes will be subject to a special mandatory redemption if the Mr. Cooper acquisition is not consummated by Sept. 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 notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, to non-U.S. investors pursuant to Regulation S. The notes and related guarantees will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.