What is the expected timeline for deal completion, including any regulatory approvals or potential shareholder dissent that could delay or derail the merger?
Dealâcompletion timetable
With the specialâmeeting vote already in place, the merger now moves into the âclosingâ phase. The next steps are a SEC filing of the joint proxy statement (Form Sâ4) and the receipt of the required regulatory clearancesâmost notably a Federal Trade Commission (FTC) review of the combined mortgageâorigination and servicing business. The FTCâs âshopping listâ (typically a 30âday waiting period after the filing of the joint proxy) and any stateâlevel approvals usually add 4â6âŻweeks to the timeline. Assuming a prompt filing, the parties can realistically expect midâ to lateâŻQ4âŻ2024 for the final regulatory signâoff.
Potential dissent and delays
Even though the merger received stockâholder approval at the special meeting, dissenting shareholders can still challenge the transaction under SectionâŻ368(d) of theâcode. A dissentâclaim must be lodged within 20âŻdays of receipt of the final proxy statement and the mergerâclosing supplement; the claimant then has 90âŻdays to file a âfairâvalueâ action. While such claims seldom stop a deal, they can introduce a brief, but material, holdâup of a few weeks while the parties work out a settlement or an appraisal. The likelihood of a significant dissentâfaction appears low given the 55âpoint netâsentiment score and the generous 11âtoâ1 exchange ratio, but investors should remain vigilant for any public filings indicating a contested claim.
Trading implications
- Shortâterm: The market will likely priceâin the merger now that the shareholder hurdle is cleared. Expect a modest upside pressure on Mr.âŻCooper (COOP) as the exchangeâratio of 11âŻRocket A shares per COOP share is already reflected in the current spread; however, any regulatoryâdelay rumors could trigger shortâterm pullâbacks.
- Mediumâterm: If the FTC clears the deal on schedule (midâQ4), the combined entity should trade at a discount to Rocketâs current valuation given anticipated synergies and the premium paid to COOP shareholders. A buyâonâreopen of COOP (or a long position in Rocket) could be considered once the joint proxy statement is filed, provided the 20âday dissent window closes cleanly.
In practice, a prudent approach is to monitor the SEC filing date and any FTC press releases over the next 2â4âŻweeks. If the filing proceeds without material objections, a midâQ4 closing is the most plausible scenario; any dissentârelated 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.