What is the expected timeline for deal completion, including any regulatory approvals or potential shareholder dissent that could delay or derail the merger? | COOP (Sep 03, 2025) | Candlesense

What is the expected timeline for deal completion, including any regulatory approvals or potential shareholder dissent that could delay or derail the merger?

Deal‐completion timetable

With the special‑meeting vote already in place, the merger now moves into the “closing” phase. The next steps are a SEC filing of the joint proxy statement (Form S‑4) and the receipt of the required regulatory clearances—most notably a Federal Trade Commission (FTC) review of the combined mortgage‑origination and servicing business. The FTC’s “shopping list” (typically a 30‑day waiting period after the filing of the joint proxy) and any state‑level approvals usually add 4–6 weeks to the timeline. Assuming a prompt filing, the parties can realistically expect mid‑ to late Q4 2024 for the final regulatory sign‑off.

Potential dissent and delays

Even though the merger received stock‑holder approval at the special meeting, dissenting shareholders can still challenge the transaction under Section 368(d) of the‑code. A dissent‑claim must be lodged within 20 days of receipt of the final proxy statement and the merger‑closing supplement; the claimant then has 90 days to file a “fair‑value” action. While such claims seldom stop a deal, they can introduce a brief, but material, hold‑up of a few weeks while the parties work out a settlement or an appraisal. The likelihood of a significant dissent‑faction appears low given the 55‑point net‑sentiment score and the generous 11‑to‑1 exchange ratio, but investors should remain vigilant for any public filings indicating a contested claim.

Trading implications

  • Short‑term: The market will likely price‑in the merger now that the shareholder hurdle is cleared. Expect a modest upside pressure on Mr. Cooper (COOP) as the exchange‑ratio of 11 Rocket A shares per COOP share is already reflected in the current spread; however, any regulatory‑delay rumors could trigger short‑term pull‑backs.
  • Medium‑term: If the FTC clears the deal on schedule (mid‑Q4), the combined entity should trade at a discount to Rocket’s current valuation given anticipated synergies and the premium paid to COOP shareholders. A buy‑on‑reopen of COOP (or a long position in Rocket) could be considered once the joint proxy statement is filed, provided the 20‑day dissent window closes cleanly.

In practice, a prudent approach is to monitor the SEC filing date and any FTC press releases over the next 2–4 weeks. If the filing proceeds without material objections, a mid‑Q4 closing is the most plausible scenario; any dissent‑related filings should be assessed for potential valuation impact, but historically they have only delayed the transaction by a few weeks rather than derailing it outright.