Rocket Companies’ $2 Billion Notes Offering and Tender Offer

Paul, Weiss advised Rocket Mortgage, LLC and Rocket Mortgage Co-Issuer, Inc. in the transaction.
Davis Polk advised Morgan Stanley & Co as the representative of the initial purchasers.

Rocket Mortgage, LLC and Rocket Mortgage Co-Issuer, Inc., each an indirect subsidiary of Rocket Companies, Inc., executed their issuance of $1.15 billion aggregate principal amount of 2.875% senior notes due 2026 and $850 million aggregate principal amount of 4.000% senior notes due 2033, as well as a related tender offer for any and all of Rocket Mortgage’s 5.250% senior notes due 2028.

Rocket Companies is a Detroit-based holding company consisting of tech-driven real estate, mortgage and financial services businesses, including Rocket Mortgage, Rocket Homes and Rocket Auto.

As of October 4, the early tender deadline for the tender offer, holders representing 93.21% of the aggregate principal amount of the outstanding 2028 Notes had tendered their notes. The tender offer will expire on October 19. Morgan Stanley & Co. LLC acted as representatives of the initial purchasers for the offering and as dealer manager in the tender offer. 

The Paul, Weiss team included corporate partners John Kennedy (Picture) and Caith Kushner; and tax partner Brad Okun. 

The Davis Polk capital markets team included partner Michael Kaplan and associates Jacqueline Marino and Prince Kudolo. The regulatory team included partner Margaret E. Tahyar and associate Alba Baze. The tax team included partner Patrick E. Sigmon and associate Bree Gong. Partner Pritesh P. Shah and associate Yana Kipnis provided intellectual property advice.

Involved fees earner: Alba Baze – Davis Polk & Wardwell; Bree Gong – Davis Polk & Wardwell; Michael Kaplan – Davis Polk & Wardwell; Yana Kipnis – Davis Polk & Wardwell; Prince Kudolo – Davis Polk & Wardwell; Jacqueline Marino – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell; Margaret Tahyar – Davis Polk & Wardwell; John Kennedy – Paul Weiss Rifkind Wharton & Garrison; Caith Kushner – Paul Weiss Rifkind Wharton & Garrison; Brad Okun – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Davis Polk & Wardwell; Paul Weiss Rifkind Wharton & Garrison;

Clients: Morgan Stanley; Rocket Mortgage;