Rocket Companies Announces Exchange Offers and Consent Solicitations for Any and All of Nationstar Mortgage Holdings Inc.'s 6.500% Senior Notes Due 2029 and 7.125% Senior Notes Due 2032

Rocket Companies Announces Exchange Offers and Consent Solicitations for Any and All of Nationstar Mortgage Holdings Inc.'s 6.500% Senior Notes Due 2029 and 7.125% Senior Notes Due 2032

DETROIT, Aug. 4, 2025 /PRNewswire/ -- Rocket Companies, Inc. (NYSE: RKT) (the "Company" or "Rocket Companies"), the Detroit-based fintech platform including mortgage, real estate, title and personal finance businesses, in connection with its pending acquisition of Mr. Cooper Group Inc. ("Mr. Cooper") (the "Mr. Cooper Acquisition"), has commenced an offer to exchange (each, an "Exchange Offer" and collectively, the "Exchange Offers") any and all of the $750.0 million aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the "2029 Notes") and $1.0 billion aggregate principal amount of outstanding 7.125% Senior Notes due 2032 (the "2032 Notes" and, together with the 2029 Notes, the "Existing Notes") of Nationstar Mortgage Holdings Inc. ("Nationstar"), a direct subsidiary of Mr. Cooper, for up to $1.75 billion aggregate principal amount of new senior notes issued by the Company (the "New Rocket Notes"). The following table summarizes the material pricing terms of the Exchange Offers:

In conjunction with the Exchange Offer, Rocket Companies is also soliciting consents (each, a "Consent Solicitation" and collectively, the "Consent Solicitations") from eligible holders of the Existing Notes (each such holder, an "Eligible Holder" and collectively, the "Eligible Holders"), to certain proposed amendments to the indenture, dated August 1, 2024 (the "2029 Notes Indenture"), which governs the 2029 Notes, and certain proposed amendments to the indenture, dated February 1, 2024 (the "2032 Notes Indenture" and, together with the 2029 Notes Indenture, the "Indentures"), which governs the 2032 Notes, to (i) eliminate the requirement to make a "Change of Control" offer for the related Existing Notes following the consummation of the Company's acquisition of Mr. Cooper and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the Existing Notes, (iii) eliminate certain conditions to legal defeasance or covenant defeasance in the applicable Indenture and the Existing Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Existing Notes (collectively, the "Proposed Amendments"). The terms and conditions of the Exchange Offers and Consent Solicitations are described in an Offering Memorandum and Consent Solicitation Statement, dated August 4, 2025 (the "Offering Memorandum and Consent Solicitation Statement").

In order for the Proposed Amendments to be adopted for any series of Existing Notes, consents from Eligible Holders of at least a majority of the aggregate principal amount of outstanding Existing Notes of such series (in each case, the "Majority Noteholder Consents") must be received. Assuming receipt of the Majority Noteholder Consents, Nationstar expects to execute and deliver a supplemental indenture to the relevant Indenture giving effect to the Proposed Amendments (each, a "Supplemental Indenture") promptly following the receipt of the Majority Noteholder Consents. Each Supplemental Indenture will become effective upon execution, but will provide that the applicable Proposed Amendments will not become operative until the Company accepts for purchase the Existing Notes validly tendered and not withdrawn in the Exchange Offers.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on September 2, 2025, unless extended or earlier terminated by the Company (the "Expiration Date").  No tenders submitted after the Expiration Date will be valid.  To be eligible to receive the applicable Total Exchange Consideration (as set out in the table above), Eligible Holders must (i) validly tender and not validly withdraw their Existing Notes at or prior to 5:00 p.m., New York City time, on August 15, 2025, unless extended (such date and time with respect to an Exchange Offers and Consent Solicitations, as may be extended, the "Early Tender Date"), (ii) validly deliver (and not validly revoke) their related consent in the applicable Consent Solicitation at or prior to the Early Tender Date, and (iii) beneficially own such Existing Notes at the Expiration Date. Tenders of Existing Notes and the related consents delivered by such Eligible Holder may be withdrawn at any time prior to the Expiration Date; however the related consent delivered by such Eligible Holder may not be withdrawn after the earlier of (i) 5:00 p.m., New York City time, on the Early Tender Date and (ii) the date the applicable supplemental indenture to the applicable Nationstar indenture implementing the Proposed Amendments is executed (the earlier of (i) and (ii), the "Consent Revocation Deadline").

Any Eligible Holder that validly delivers at or prior to the Early Tender Date and does not validly revoke at or prior to the Consent Revocation Deadline a consent in the Consent Solicitations in respect of Existing Notes will be eligible to receive payment in cash of $2.50 per $1,000 principal amount of such Existing Notes (the "Consent Payment"). Existing Notes that have been validly tendered may be withdrawn, and related consents that have been validly delivered may be revoked, at any time prior to the Consent Revocation Deadline.

For each $1,000 principal amount of Existing Notes validly tendered after the Early Tender Date but prior to the Expiration Date, Eligible Holders will be eligible to receive (i) $950 principal amount of New Rocket Notes (plus cash in respect of any fractional portion of New Rocket Notes) if Majority Noteholder Consents are not received at the Early Tender Date or (ii) if, at the Early Tender Date, the Majority Noteholder Consents for the applicable series of Existing Notes has been satisfied, $1,000 principal amount of New Rocket Notes (plus cash in respect of any fractional portion of New Rocket Notes) ((i) and (ii), as applicable, the "Exchange Consideration"). To be eligible to receive the Exchange Consideration, Eligible Holders must (i) validly tender (and not validly withdraw) their Existing Notes at or prior to the Expiration Date and (ii) beneficially own such Existing Notes at the Expiration Date. An Eligible Holder that validly tenders Existing Notes and delivers (and does not validly revoke) a consent prior to the Early Tender Date, but withdraws such Existing Notes after the Early Tender Date but prior to the Expiration Date, will receive the Consent Payment, even if such Eligible Holder is no longer the beneficial owner of such Existing Notes at the Expiration Date.

The "Settlement Date" will be on or before the second business day following the Expiration Date. To the extent the consummation of the Mr. Cooper Acquisition is not anticipated to occur on or before the then-anticipated Settlement Date, for any reason, we anticipate extending the Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date. During any extension of the Expiration Date, all Existing Notes previously tendered (and not validly withdrawn) in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by Rocket Companies.

The New Rocket Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by (a) Rocket Mortgage, LLC ("Rocket Mortgage"), (b) each of Rocket Mortgage's direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under Rocket Mortgage's existing senior notes, (c) Redfin Corporation, (d) Mr. Cooper and (e) each of Mr. Cooper's direct and indirect domestic, wholly owned subsidiaries that are issuers or guarantors under the Existing Notes (such guarantors, collectively, the "Guarantors").

In addition, the New Rocket Notes issued in the Exchange Offers for validly tendered Existing Notes will have an interest rate and maturity date that is identical to that of the tendered Existing Notes, as well as identical interest payment dates and optional redemption prices. Each series of New Rocket Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Notes accepted in the Exchange Offers and Consent Solicitations.

The consummation of the Exchange Offers and Consent Solicitations for the Existing Notes of any series are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offering Memorandum and Consent Solicitation Statement, including, among other things, (a) the receipt of the Majority Noteholder Consents for such series of Existing Notes, the execution by Nationstar and the applicable trustee of the Supplemental Indenture for such series of Existing Notes implementing the Proposed Amendments to the applicable Indenture and such Supplemental Indenture remaining a valid and binding agreement in full force and effect and (b) the substantially concurrent consummation of the Mr. Cooper Acquisition on terms and conditions set forth in the Agreement and Plan of Merger, dated as of March 31, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, Maverick Merger Sub, Inc., Maverick Merger Sub 2, LLC, and Mr. Cooper.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

J.P. Morgan Securities LLC, Bofa Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, Santander US Capital Markets LLC, Barclays Capital Inc., Citizens JMP Securities, LLC, Fifth Third Securities, Inc., Huntington Securities, Inc., U.S. Bancorp Investments, Inc., BMO Capital Markets Corp., Nomura Securities International, LLC and UBS Securities LLC are the joint lead dealer managers and solicitation agents (the "Dealer Managers") in the Exchange Offers and Consent Solicitations.  D.F. King & Co., Inc. has been retained to serve as both the depositary and the information agent (the "Depositary and Information Agent") for the Exchange Offers and Consent Solicitations.  Questions regarding the Exchange Offers and Consent Solicitations should be directed to the Joint Lead Dealer Managers by contacting J.P. Morgan Securities LLC at (212) 834-7489 (collect) or (866) 834-4666 (toll-free), BofA Securities, Inc. at (980) 388-3646 (collect), (888) 292-0070 (toll-free) or debt_advisory@bofa.com (email), Goldman Sachs & Co. LLC at (212) 902-0220 (collect) or (800) 828-3182 (toll-free), Morgan Stanley & Co. LLC at (212) 761-1057 (collect) or (800) 624-1808 (toll-free), Wells Fargo Securities, LLC at (704) 410-4820 (collect), (866) 309-6316 (toll-free) or liabilitymanagement@wellsfargo.com (email), ATLAS SP Securities, a division of Apollo Global Securities, LLC at 151 West 42nd Street, 5th Floor, New York, NY 10036, Attn: General Counsel, Mizuho Securities USA LLC at (212) 205-7741 (collect) or (866) 271-7403 (toll-free), RBC Capital Markets, LLC at (212) 618-7843 (collect), (877) 381-2099 (toll-free) or liability.managment@rbccm.com (email) or Santander US Capital Markets LLC at (212) 350-0660 (collect), (855) 404-3636 (toll-free) or AmericasLM@santander.us.  Requests for copies of the Offering Memorandum and Consent Solicitation Statement and other related materials should be directed to D.F. King & Co., Inc. at RKT@dfking.com (email), (800) 549-6864 (U.S. Toll-Free) or (212) 390-0450 (Banks and Brokers).

None of Rocket Companies, its board of directors, Mr. Cooper, Nationstar, the Guarantors, the Dealer Managers, the Depositary and Information Agent, the Trustee under the Indentures, or any of their affiliates, makes any recommendation as to whether holders of the Existing Notes should tender any Existing Notes in response to the Exchange Offers and Consent Solicitations.  The Exchange Offers and Consent Solicitations are made only by the Offering Memorandum and Consent Solicitation Statement.  The Exchange Offers and Consent Solicitations are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction in which the Exchange Offers and Consent Solicitations are required to be made by a licensed broker or dealer, the Exchange Offers and Consent Solicitations will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Forward-Looking Statements

This press release contains statements herein regarding the proposed transaction between Rocket Companies and Mr. Cooper. Future financial and operating results; benefits and synergies of the transaction; future opportunities for the combined company; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of Rocket Companies contemplated by the Merger Agreement; the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. Such forward-looking statements are based upon current beliefs, expectations and discussions related to the proposed transaction and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.

Risks and uncertainties include, among other things, (i) the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect Rocket Companies' and Mr. Cooper's businesses and the price of their respective securities; (ii) the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction, including stockholder approval by Mr. Cooper's stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed transaction; (iii) the effect of the announcement, pendency or completion of the proposed transaction on each of Rocket Companies' or Mr. Cooper's ability to attract, motivate, retain and hire key personnel and maintain relationships with others with whom Rocket Companies or Mr. Cooper does business, or on Rocket Companies' or Mr. Cooper's operating results and business generally; (iv) that the proposed transaction may divert management's attention from each of Rocket Companies' and Mr. Cooper's ongoing business operations; (v) the risk of any legal proceedings related to the proposed transaction or otherwise, including the risk of stockholder litigation in connection with the proposed transaction, or the impact of the proposed transaction thereupon, including resulting expense or delay; (vi) that Rocket Companies or Mr. Cooper may be adversely affected by other economic, business and/or competitive factors; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require payment of a termination fee; (viii) the risk that restrictions during the pendency of the proposed transaction may impact Rocket Companies' or Mr. Cooper's ability to pursue certain business opportunities or strategic transactions; (ix) the anticipated tax treatment of the proposed transaction may not be obtained, risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (x) the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to realize than expected; (xi) the impact of legislative, regulatory, economic, competitive and technological changes; (xii) risks relating to the value of Rocket Companies securities to be issued in the proposed transaction; (xiii) the risk that integration of the Rocket Companies and Mr. Cooper businesses post-closing may not occur as anticipated or the combined company may not be able to achieve the anticipated synergies expected from the proposed transaction, and the costs associated with such integration; and (xiv) the effect of the announcement, pendency or completion of the proposed transaction on the market price of the common stock of each of Rocket Companies and Mr. Cooper.

These risks, as well as other risks related to the proposed transaction, are more fully described in a registration statement on Form S-4/A (the "Registration Statement") filed by Rocket Companies with the Securities and Exchange Commission (the "SEC") on July 25, 2025 in connection with the proposed transaction. While the list of factors presented here and the list of factors presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in each company's filings with the SEC, including each company's most recent Annual Report on Form 10-K and Form 10-K/A, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available at the SEC's website http://www.sec.gov. The information set forth herein speaks only as of the date hereof, and any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof is hereby disclaimed.

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SOURCE Rocket Companies, Inc.