Current Report Filing (8-k)
September 30 2020 - 5:02PM
Edgar (US Regulatory)
0001805284
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0001805284
2020-09-25
2020-09-25
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 25, 2020
(Date of earliest event
reported)
Rocket Companies, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-39432
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84-4946470
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1050 Woodward Avenue
Detroit, MI 48226
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(Address of principal executive offices) (Zip Code)
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(313) 373-7990
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock,
par value $0.00001 per share
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RKT
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New York Stock Exchange
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Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On
September 25, 2020 (the “Closing Date”), Quicken Loans, LLC (the “Company”), a Michigan limited
liability company and wholly-owned subsidiary of Rocket Companies, Inc., as Seller, entered into a Master Repurchase Agreement
(the “Master Repurchase Agreement”) with Barclays Bank PLC, as Buyer (the “Buyer”). The Master
Repurchase Agreement provides for committed financing of $750.0 million and uncommitted financing of $750.0 million for the origination
of conventional and GSE-eligible mortgage loans. The maturity date of the Master Repurchase Agreement is September 24, 2021. Borrowings
under the Master Repurchase Agreement accrue interest at rates per annum calculated as the one-month LIBOR plus an applicable margin
(determined based on the type of mortgage loans originated by each borrowing).
The
Master Repurchase Agreement contains certain customary events of default, including in the event of a change of control, and certain
covenants and restrictions that, among other things, require the Company to deliver specified financial reports; and cure any margin
deficit; as well as limit the Company’s ability to pay dividends on or make distributions in respect of its capital stock
if an event of default has occurred and is continuing; consolidate, merge, sell, or otherwise dispose of all or substantially all
of its assets; and enter into certain transactions with its affiliates. The Company is also subject to certain financial maintenance
covenants under the Master Repurchase Agreement, which require the Company to not exceed a specified ratio of total debt to tangible
net worth at the end of each calendar month, and to maintain certain minimum pre-tax net income, liquidity and tangible net worth
requirements. Additionally, the Master Repurchase Agreement provides that the Company is required to cure any margin deficit at
the request of the Buyer.
If
the Company fails to perform its obligations under these and other covenants, or should any event of default occur, the financing
of mortgage loans under the Master Repurchase Agreement may be terminated and any outstanding loans, together with accrued interest,
under the Master Repurchase Agreement could be declared immediately due and payable.
The
foregoing description of the Master Repurchase Agreement does not purport to be complete and is subject to, and qualified in its
entirety by reference to the full text of the Master Repurchase Agreement, a copy of which will be filed with the quarterly report
on Form 10-Q of Rocket Companies, Inc.
Following
the execution of the Master Repurchase Agreement, as of September 25, 2020, the total funding capacity of Rocket Companies, Inc.,
including pursuant to all master repurchase agreements, early funding facilities, unsecured lines of credit, MSR lines of credit
and early buy out facilities, was $27.50 billion. This figure compares with $22.28 billion and $19.13 billion as of June 30, 2020
and December 31, 2019, respectively.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 above
is hereby incorporated in this Item 2.03 by reference.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September
30, 2020
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ROCKET COMPANIES, INC.
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By:
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/s/ Julie Booth
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Name:
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Julie Booth
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Title:
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Chief Financial Officer and Treasurer
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