Rocket Companies (NYSE: RKT), a Detroit-based fintech firm, announced an extension to its tender offer and consent solicitation for Nationstar Mortgage Holdings Inc. senior notes. The original deadline of September 2nd, 2025, has been moved to September 30th, 2025.
This extension directly relates to Rocket Companies‘ planned acquisition of Mr. Cooper. The company aims to finalize the acquisition and the note settlement concurrently. The settlement date is anticipated to be within two days of the extended deadline.
Notes tendered after August 15th’s early tender deadline, including those submitted during the extension period, are non-withdrawable, except as legally required. Late submissions after the extended deadline will be invalid.
By the early deadline, Rocket Companies received enough consents to amend the indentures governing Nationstar‘s 5.125% senior notes due 2030 and 5.750% senior notes due 2031. These amendments will eliminate the requirement for a change of control offer following the Mr. Cooper acquisition and future transactions. Substantially all restrictive covenants will be removed, along with certain conditions for legal or covenant defeasance, and all events of default except those related to principal and interest payment.
According to the depositary and information agent, D.F. King & Co., Inc., approximately 88.33% of the 2030 notes and 89.29% of the 2031 notes were validly tendered and not withdrawn as of September 2nd, 2025.
The terms of the tender offer and consent solicitation are detailed in an offer to purchase and consent solicitation statement dated August 4th, 2025. Completion is contingent upon satisfying certain conditions, including the substantially concurrent consummation of the Mr. Cooper acquisition, as outlined in the March 31st, 2025, merger agreement.
J.P. Morgan Securities LLC serves as the dealer manager and solicitation agent, while D.F. King & Co., Inc. acts as the depositary and information agent. Interested parties can contact these firms for further details and documents.
The announcement clarifies that it does not constitute an offer to sell or a solicitation to buy any security and will not be made in jurisdictions where it would be unlawful. Neither Rocket Companies, its board, Mr. Cooper, Nationstar, Rocket Mortgage, Redfin Corporation, the dealer manager, the depositary and information agent, or their affiliates are making recommendations regarding the tender offer. The offer is solely presented in the aforementioned offer to purchase and consent solicitation statement.
The press release includes forward-looking statements regarding the Rocket Companies and Mr. Cooper transaction. These statements are subject to risks and uncertainties, including the possibility of the transaction not being completed, regulatory hurdles, integration challenges, and other economic factors. Detailed information on these risks can be found in the registration statement filed with the Securities and Exchange Commission (SEC) on July 25th, 2025.
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