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Mr. Cooper Shareholders Approve $9.4 Billion Sale to Rocket as Debt Exchange Deadline Slips to Sept. 30

Regulators cleared the deal with a 20% GSE exposure cap, underscoring the scale of the combined servicer.

Overview

  • Mr. Cooper stockholders backed the all‑stock deal, which will swap 11 Rocket Class A shares for each Mr. Cooper share, with a potential $2 per‑share dividend before closing.
  • Rocket moved the Nationstar debt exchange deadline to Sept. 30 and said it anticipates further extensions to settle concurrently with closing.
  • Tender participation is high, with 98.4% of 2029 notes and 95.5% of 2032 notes tendered, and roughly 10% of 2030 and 2031 offers still outstanding.
  • The FHFA granted conditional approval that caps the combined company’s Fannie Mae and Freddie Mac servicing exposure at 20%.
  • Rocket recently priced $4 billion of senior unsecured notes, rated BBB‑ by Fitch, to redeem Nationstar maturities due 2026–2028, and it continues to target a fourth‑quarter 2025 close subject to remaining conditions.