Item 1.01 Entry
into a Material Definitive Agreement.
Indenture
On September
14, 2020, Quicken Loans, LLC (the “Issuer”) and Quicken Loans Co-Issuer,
Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”), each a subsidiary of
Rocket Companies, Inc. (the “Company”), closed their previously announced offering of
$750 million aggregate principal amount of 3.625% senior notes due 2029 (the “2029 Notes”) and $1,250.0 million
aggregate principal amount of 3.875% senior notes due 2031 (the “2031 Notes” and collectively with the 2029
Notes, the “Notes”) in private transactions pursuant to Rule 144A and/or Regulation S under the Securities Act
of 1933, as amended (the “Securities Act”) (the “Offering”). The Notes were issued
pursuant to an Indenture, dated as of September 14, 2020 (the “Indenture”), among the Issuers, the guarantors
party thereto and Deutsche Bank Trust Company Americas, as trustee.
The
net proceeds of the offering will be used to redeem the entire outstanding aggregate amount of 2025 Notes, to pay related fees
and expenses and for general corporate purposes.
The
2029 Notes mature on March 1, 2029 unless earlier redeemed or repurchased. No sinking fund is provided for the 2029 Notes.
Cash interest on the 2029 Notes will accrue from September 14, 2020 and is payable semi-annually in arrears on March 1 and September
1 of each year, beginning on March 1, 2021, at a rate of 3.625% per year.
The
2031 Notes mature on March 1, 2031 unless earlier redeemed or repurchased. No sinking fund is provided for the 2031 Notes.
Cash interest on the 2031 Notes will accrue from September 14, 2020 and is payable semi-annually in arrears on March 1 and September
1 of each year, beginning on March 1, 2021, at a rate of 3.875% per year.
The
Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by certain of the Issuer’s subsidiaries.
In the future, each of the Issuer’s or Co-Issuer’s domestic wholly-owned subsidiaries that becomes an issuer or guarantor
under the Issuer’s existing 5.250% Senior Notes due 2028, will guarantee the Notes.
Prior
to March 1, 2024, the Issuers may redeem the 2029 Notes at their option, in whole at any time or in part from time to time,
upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of
the Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest. On or after March 1, 2024, the Issuers
may redeem the 2029 Notes at their option, in whole at any time or in part from time to time, upon giving not less than 10 nor
more than 60 days’ notice, at the redemption prices set forth in the Indenture.
The
Issuers may also redeem the 2029 Notes prior to September 1, 2023, at any time or from time to time, in an amount equal to the
net cash proceeds received by the Issuers or any parent thereof from any equity offering at a redemption price equal to 103.625%
of the principal amount plus accrued and unpaid interest, if any, to but excluding the redemption date, in an aggregate principal
amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the 2029 Notes (calculated after
giving effect to any issuance of additional notes that are 2029 Notes), provided that the redemption takes place not later than
90 days after the closing of the related equity offering; and not less than 60% of the principal amount of the 2029 Notes remains
outstanding immediately thereafter.
Prior
to March 1, 2026, the Issuers may redeem the 2031 Notes at their option, in whole at any time or in part from time to time,
upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of
the 2031 Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest. On or after March 1, 2026, the
Issuers may redeem the 2031 Notes at their option, in whole at any time or in part from time to time, upon giving not less than
10 nor more than 60 days’ notice, at the redemption prices set forth in the Indenture.
The
Issuers may also redeem the 2031 Notes prior to September 1, 2023, at any time or from time to time, in an amount equal to the
net cash proceeds received by the Issuers or any parent thereof from any equity offering at a redemption price equal to 103.875%
of the principal amount plus accrued and unpaid interest, if any, to but excluding the redemption date, in an aggregate principal
amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the 2031 Notes (calculated after
giving effect to any issuance of additional notes that are 2031 Notes), provided that the redemption takes place not later than
90 days after the closing of the related equity offering; and not less than 60% of the principal amount of the 2031 Notes remains
outstanding immediately thereafter.
The
Indenture contains covenants that limit the ability of the Issuer and its subsidiaries to, among other things: (i) create
liens on assets and (ii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These
covenants are subject to a number of important limitations and exceptions. Additionally, upon the occurrence of specified
change of control triggering events, the Issuers shall offer to repurchase the Notes at 101% of the principal amount, plus accrued
and unpaid interest, if any, to, but not including, the purchase date.
The Indenture
sets forth certain events of default after which the Notes may be declared immediately due
and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Issuers, or any of their significant
subsidiaries, after which the Notes become automatically due and payable.
The
Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), or to non-U.S. investors in reliance on Regulation
S under the Securities Act. The Notes were not, and will not be, registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act and applicable state laws.