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Rocket Companies Announces Cash Tender Offer and Consent Solicitation for Any and All of Rocket Mortgage's 5.250% Senior Notes Due 2028

09/21/2021

DETROIT, Sept. 21, 2021 /PRNewswire/ -- Rocket Companies, Inc. (NYSE: RKT) (the "Company" or "Rocket Companies"), a Detroit-based holding company consisting of tech-driven real estate, mortgage and financial services business – including Rocket Mortgage, Rocket Homes and Rocket Auto – today announced its subsidiary, Rocket Mortgage, LLC (the "Issuer"), has commenced a tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding 5.250% senior notes due 2028 (the "Notes").

In connection with the Tender Offer, the Issuer is also soliciting (the "Consent Solicitation") from holders of the Notes consents (the "Consents") to proposed amendments to the indenture, dated as of December 8, 2017 (the "Indenture"), which governs the Notes, to (i) eliminate substantially all of the restrictive covenants in the Indenture and the Notes, (ii) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Notes, and (iii) shorten the minimum notice period under the Indenture for optional redemptions by the Issuer from at least 30 days but not more than 60 days to at least five business days but not more than 60 days (collectively, the "Proposed Amendments"). The terms and conditions of the Tender Offer and Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated September 21, 2021 (the "Offer to Purchase and Consent Solicitation Statement"). The following table summarizes the material pricing terms of the Tender Offer.

CUSIP/ ISIN

Title of Notes

Aggregate
Principal Amount
Outstanding

Tender Offer
Consideration (1)(2)

Early
Tender
Payment (1)(3)

Total Tender
Offer
Consideration (1)(2)

Registered Notes:

CUSIP: 74840LAB8 /
    U7467LAB7

ISIN: US74840LAB80 /
    USU7467LAB72

5.250% Senior
Notes due 2028

$1,010,000,000

$       1,047.50

$           30.00

$       1,077.50


(1)

Per $1,000 principal amount of Notes tendered and accepted for purchase.



(2)

Does not include accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Early Settlement Date or the Final Settlement Date (each, as defined in the Offer to Purchase and Consent Solicitation Statement), as applicable, that will be paid on the Notes accepted for purchase



(3)

Included in the Total Tender Offer Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline.

The Tender Offer and Consent Solicitation will expire at Midnight, New York City time, at the end of October 19, 2021, unless extended or earlier terminated by the Issuer (the "Expiration Date").  No tenders submitted after the Expiration Date will be valid.  Subject to the terms and conditions of the Tender Offer, holders of Notes that are validly tendered (and not validly withdrawn) on or prior to 5:00 p.m., New York City time, on October 4, 2021 (such date and time, as it may be extended, the "Early Tender Deadline") and accepted for purchase pursuant to the Tender Offer will be eligible to receive the Total Tender Offer Consideration set forth in the table above, which includes the Early Tender Payment set forth in the table above.  Holders of Notes tendering their Notes after the Early Tender Deadline and on or prior to the Expiration Date will only be eligible to receive the Tender Offer Consideration set forth in the table above, which is the Total Tender Offer Consideration less the Early Tender Payment.

In addition, holders of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable.

The consummation of the Tender Offer and Consent Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including, among other things, the Issuer consummating the New Debt Financing (as defined in the Offer to Purchase and Consent Solicitation Statement) on terms satisfactory to it, and having funds available therefrom that will allow it to purchase the Notes pursuant to the Tender Offer.

In order for the Proposed Amendments to be adopted, Consents must be received in respect of at least a majority of the aggregate principal amount of the Notes then outstanding (excluding Notes held by the Issuer or its affiliates) (the "Requisite Consents").  Assuming receipt of the Requisite Consents, the Issuer expects to execute and deliver a supplemental indenture (the "Supplemental Indenture") to the Indenture giving effect to the Proposed Amendments, promptly following the receipt of the Requisite Consents.  The Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative until the Issuer accepts for purchase the Notes satisfying the Requisite Consents in the Tender Offer.

Any Notes validly tendered and related Consents validly delivered may be withdrawn or revoked from the Tender Offer and the Consent Solicitation on or prior to the Early Tender Deadline.  Any Notes validly tendered and related Consents validly delivered on or prior to the Early Tender Deadline that are not validly withdrawn or validly revoked prior to the Early Tender Deadline may not be withdrawn or revoked thereafter, except as required by law.  In addition, any Notes validly tendered and related Consents validly delivered after the Early Tender Deadline may not be withdrawn or revoked, except as required by law.

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.

Morgan Stanley & Co. LLC is the dealer manager and solicitation agent (the "Dealer Manager") in the Tender Offer and Consent Solicitation.  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 Tender Offer and Consent Solicitation.  Questions regarding the Tender Offer and Consent Solicitation should be directed to the Dealer Manager at (800) 624-1808 or (212) 761-1057.  Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to D.F. King & Co., Inc. at rocket@dfking.com (email), (800) 755-7250 (U.S. Toll-Free) or (212) 269-5552 (Banks and Brokers).

None of Rocket Companies, its board of directors, the Issuer, the Dealer Manager, the Depositary and Information Agent, the Trustee under the Indenture, or any of the Issuer's affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer and Consent Solicitation.  The Tender Offer and Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement.  The Tender Offer and Consent Solicitation are not being made to holders of 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 Tender Offer and Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Issuer by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Rocket Companies

Rocket Companies is a Detroit-based holding company consisting of personal finance and consumer service brands including Rocket Mortgage, Rocket Homes, Rocket Loans, Rocket Auto, Rock Central, Amrock, Core Digital Media, Rock Connections, Lendesk and Edison Financial. Since 1985, Rocket Companies has been obsessed with helping its clients achieve the American dream of home ownership and financial freedom. Rocket Companies offers an industry-leading client experience powered by our simple, fast, and trusted digital solutions. Rocket Companies has approximately 26,000 team members across the United States and Canada. Rocket Companies ranked #5 on Fortune's list of the "100 Best Companies to Work For" in 2021 and has placed in the top third of the list for 18 consecutive years.

Forward-Looking Statements

Some of the statements contained in this press release are forward-looking statements. These forward-looking statements are generally identified by the use of words such as "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. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management's current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled "Risk Factors" in the Company's filings with the Securities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

 

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SOURCE Rocket Companies, Inc.

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