Maverick Merger Sub 2 (COOP) Company Report

Rocket Companies completed the $14.2 billion acquisition of Mr. Cooper Group on October 1, 2025, making Mr. Cooper a wholly-owned subsidiary of Rocket.
As a result of the merger, Mr. Cooper's common stock was suspended from trading on Nasdaq on October 1, 2025, and will be delisted; each share was converted into the right to receive 11.00 shares of Rocket's Class A common stock.
Jay Bray, Mr. Cooper's former CEO, has been appointed President and CEO of Rocket Mortgage and will join Rocket's board of directors.
On October 1, 2025, Rocket issued $738,075,000 in 6.500% Senior Notes due 2029 and $955,326,000 in 7.125% Senior Notes due 2032, with Mr. Cooper Guarantors also guaranteeing these and existing Rocket notes.

Oct 1, 2025, 8:19 PM

8-K

Mr. Cooper Group Stockholders Approve Merger with Rocket Companies

COOP

M&A

Proxy Vote Outcomes

Dividends

Mr. Cooper Group Inc. stockholders approved the merger agreement with Rocket Companies, Inc. at a special meeting held on September 3, 2025.
Under the terms of the agreement, Mr. Cooper stockholders are entitled to receive 11 shares of Rocket Class A common stock for each share of Mr. Cooper common stock.
Additionally, Mr. Cooper may declare and pay a dividend of $2.00 per share of Mr. Cooper common stock prior to the effective time of the transaction.
The merger proposal was approved with 50,553,665.02 shares FOR, 23,017.00 shares AGAINST, and 123,555.00 shares ABSTAINING.
Completion of the acquisition remains subject to the satisfaction or waiver of remaining closing conditions.

Sep 3, 2025, 9:01 PM

8-K

Mr. Cooper Group Inc. Supplements Proxy Statement Amidst Merger Litigation

COOP

M&A

Legal Proceedings

Proxy Vote Outcomes

Mr. Cooper Group Inc. has filed a supplement to its Proxy Statement concerning the merger with Rocket Companies, Inc.
This supplement addresses three lawsuits filed by purported stockholders on August 6-7, 2025, alleging misstatements and omissions in the Proxy Statement and seeking to enjoin the shareholder vote on the Mergers, which is scheduled for September 3, 2025.
While denying the allegations, Mr. Cooper is voluntarily providing additional disclosures to moot the claims and avoid potential expense and delay.
The supplemental disclosures include information regarding the undetermined second Mr. Cooper Director to join the Rocket Board post-merger and details on director equity awards, including $193,520.90 in unvested awards for several non-employee directors as of the assumed closing date.

Aug 22, 2025, 12:00 AM

8-K

Mr. Cooper Announces Proposed Merger Transaction

COOP

M&A

Merger Agreement signed on March 31, 2025 establishes a plan where Rocket Companies and its subsidiaries will merge with Mr. Cooper, with Mr. Cooper ultimately becoming a wholly owned subsidiary of Rocket.
The expiration of the HSR waiting period on June 4, 2025 satisfies a key condition for the merger, with closing expected in Q4 2025 subject to remaining regulatory and stockholder approvals.
The filing includes forward-looking statements and risk disclosures regarding the uncertainties of the proposed transaction and its potential impact on operations.

Jun 9, 2025, 12:00 AM

8-K

Mr. Cooper Group Reports Strong Q1 2025 Earnings & Announces Strategic Combination

COOP

Earnings

M&A

Strategic Combination: Mr. Cooper Group announced its strategic combination with Rocket Companies to form the industry’s leading integrated, digital homeownership platform
Strong Q1 2025 Performance: Reported ROCTE of 16.8% with a Q1 net income of $88M, $255M pretax operating income and income before tax of $95M (ROCE of 7.3%)
Robust Balance Sheet & Servicing: Maintained a solid balance sheet with $3.9B in liquidity and a capital ratio of 25.5%, complemented by a robust ~$1.5 trillion servicing portfolio (33% YoY growth) and $332M in servicing pretax income
Originations: The originations segment contributed $53M in pretax earnings by funding 32,296 loans totaling approximately $8.3B UPB, despite a modest quarter-over-quarter decline

Apr 23, 2025, 12:01 AM

Presentation Transcript 8-K

Mr. Cooper & Rocket Companies Merger – Q4 2025 Acquisition Agreement Announced

COOP

M&A

Dividends

Transaction Details: Rocket Companies to acquire Mr. Cooper in an all‐stock deal valued at $9.4 billion with an exchange ratio of 11.0 Rocket shares per Mr. Cooper share and a $2.00 cash dividend per share .
Timeline & Ownership: Effective as of March 31, 2025 with closing expected in Q4 2025, resulting in pro forma ownership of approximately 75% Rocket shareholders / 25% Mr. Cooper shareholders and Mr. Cooper becoming a wholly owned subsidiary of Rocket Companies .
Synergies & Strategic Benefits: Integration is expected to deliver annual synergies exceeding $500 million, incorporating nearly 7 million Mr. Cooper clients into Rocket’s platform servicing over $2.1 trillion in loan volume, while leveraging AI-driven technology and Rocket’s 83% recapture rate .
Valuation & Premium: The transaction values Mr. Cooper at $9.4B with a 35% premium over the 30-day VWAP .
Earnings Accretion: The merger is anticipated to be earnings accretive in Q4 2025 .

Mar 31, 2025, 12:00 AM

8-K Transcript Presentation 8-K

Mr. Cooper Group Inc. Q4 2024 Financial Results & Guidance Update

COOP

Earnings

M&A

Share Buyback

Guidance Update

Strong Q4 performance with net income of $204 million (including a $92 million mark-to-market adjustment), pretax operating income of $235 million, overall ROTCE of 18.1% and operating ROTCE of 15.8%.
Updated guidance for 2025/2026 with a ROTCE target range raised to 16%–20%, reflecting ongoing investments in technology and operational efficiencies.
Servicing segment delivered robust results with a portfolio of $1.56 trillion, $318 million in pretax income (up 39% YoY), including originations generating $47 million and fee‐based revenues of $500 million (over 20% of total revenue).
Achieved enhanced capital strength with liquidity of $3.4 billion and Tangible Book Value per share increased to $71.61 (up 12% YoY).
Completed the Flagstar Mortgage Operations acquisition—adding 1.1 million customers—and repurchased 0.4 million shares for $38 million.
Earned the Freddie Mac 2024 SHARP Gold Award.

Feb 12, 2025, 12:00 AM

Transcript Presentation 8-K

Earnings Transcripts

Quarterly earnings call transcripts for Maverick Merger Sub 2.

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