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Mr. Cooper Group’s stockholders approved the company’s $9.4 billion proposed acquisition by Rocket Companies during a special meeting on Wednesday, moving the transaction another step closer to its expected completion in the fourth quarter of 2025.
Under the agreement, stockholders will receive 11 shares of Rocket Class A common stock for each share of Mr. Cooper common stock, valued at $0.01 per share. The transaction will be cash based, tax discounted and interest free. Mr. Cooper may also pay a $2 per-share dividend prior to the deal’s completion.
Rocket and Mr. Cooper’s board of directors signed off on the deal in late July. Rocket Holdings Inc. — which controls 79% of Rocket’s voting power — already provided written consent for the stock issuance, removing the need for a Rocket shareholder vote.
In late August, the Federal Housing Finance Agency (FHFA) approved the merger, subject to a 20% cap on Fannie Mae and Freddie Mac servicing exposure for the combined company.
BTIG analysts estimate that Rocket controls $400 billion in unpaid principal balance in Fannie and Freddie mortgage servicing rights (MSRs), while Mr. Cooper holds $560 billion. That’s less than 15% of the $7.5 trillion market for the government-sponsored enterprises, leaving room to grow.
Also on Wednesday, Rocket extended the deadline for investors to exchange debt issued by Nationstar Mortgage Holdings, Mr. Cooper’s subsidiary, for Rocket’s own paper. Following stockholder approval, the deal “remains subject to the satisfaction or waiver of the remaining closing conditions,” Mr. Cooper said in a filing with the Securities and Exchange Commission (SEC).
