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Re: BBANBOB post# 747760

Thursday, 09/18/2025 11:50:24 AM

Thursday, September 18, 2025 11:50:24 AM

Post# of 749756
For merger of COOP and RKT on or before

Tender Offers and Consent Solicitations
On September 2, 2025, Rocket Companies, Inc. (the “Company” or “Rocket”), issued a press release announcing that the Company has extended the expiration date for its previously announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) for the (i) $650.0 million aggregate principal amount of outstanding 5.125% Senior Notes due 2030 (the “2030 Notes”) and (ii) $600.0 million aggregate principal amount of outstanding 5.750% Senior Notes due 2031 (the “2031 Notes” and, together with the 2030 Notes, the “Tender Offer Notes”) of Nationstar Mortgage Holdings Inc.’s
(“Nationstar”), a subsidiary of Mr. Cooper Group Inc. (“Mr. Cooper”).

The expiration date for the Tender Offers and Consent Solicitations is extended from 5:00 p.m., New York City time, on September 2, 2025, to 5:00 p.m., New York City time, on September 30, 2025, as may further be extended (the “Tender Offer Expiration Date”).


The Tender Offers and Consent Solicitations are being conducted in connection with the Company’s pending acquisition of Mr. Cooper (the “Mr. Cooper Acquisition”) and are being made pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated August 4, 2025 (the “Offer to Purchase”). The Company anticipates extending the Tender Offer Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date, as such term is defined in the Offer to Purchase.
A copy of the press release announcing the extension of the Tender Offer Expiration Date is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Exchange Offers and Consent Solicitations
The expiration date for the Exchange Offers and Consent Solicitations is extended from 5:00 p.m., New York City time, on September 2, 2025, to 5:00 p.m., New York City time, on September 30, 2025, as may further be extended (the “Exchange Offer Expiration Date”).
The Exchange Offers and Consent Solicitations are being conducted in connection with the Mr. Cooper Acquisition and are being made pursuant to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of August 4, 2025, (the “Offering Memorandum”). The Company anticipates extending the Exchange Offer Expiration Date until such time that the Mr. Cooper Acquisition may be consummated substantially concurrently with the Settlement Date, as such term is defined in the Offering Memorandum.

A copy of the press release announcing the extension of the Exchange Offer Expiration Date is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

The consummation of the Tender Offers and Consent Solicitations and the Exchange Offers and Consent Solicitations for the Notes of any series are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and the Offering Memorandum, including, among other things, 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.

https://www.sec.gov/.../00009501422500.../eh250672738_8k.htm

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