What is the projected timeline for shareholder voting and the receipt of the exchange consideration, and are there any contingent terms?
Projected timeline for shareholder voting and receipt of the exchange consideration
| Milestone | Approximate date / time‑frame | Details |
|---|---|---|
| Proxy statement (or definitive‑offer) is mailed to shareholders | Immediately after the filing of the merger‑‑‑ | The filing with the SEC (Form S‑4) triggers the delivery of the proxy statement and the definitive‑offer materials to all Mr. Cooper shareholders. |
| Shareholder‑voting period | 30 days from the date the proxy statement is first made available to shareholders (the “voting window”) | During this window shareholders can cast their votes either by mail, electronically, or at the special meeting that will be called for the purpose of approving the transaction. |
| Special shareholder meeting (to approve the transaction) | At the end of the 30‑day voting window (or on a date set by the board within that window) | The meeting is convened to tally the votes and to formally adopt the merger. The meeting is typically held on the last day of the voting period, unless the board elects an earlier date. |
| Closing of the transaction (exchange of shares) | Within 30 days after the shareholder‑meeting approval (subject to the satisfaction of all closing conditions) | Once the merger is approved, the exchange of Mr. Cooper shares for Rocket shares (11.0 Rocket shares per Mr. Cooper share) is executed. The exchange consideration is transferred to the shareholders’ brokerage accounts (or to the record‑holders) shortly after the closing, usually on the same day or the next business day. |
| Final receipt of exchange consideration | Within 5 business days after the closing | After the exchange is processed, the Rocket shares are credited to the shareholders’ accounts. The timeline mirrors the standard “share‑for‑share” exchange mechanics used in publicly‑traded mergers. |
Contingent terms (conditions that must be satisfied before the transaction can be completed)
Regulatory approvals – The merger is subject to the receipt of all required approvals from the U.S. Securities and Exchange Commission (SEC), the New York Stock Exchange (NYSE) and any other relevant securities regulators, as well as any required approvals from state or federal banking or mortgage‑finance regulators that may have jurisdiction over the businesses.
Shareholder approval – The transaction cannot close until the merger is approved by the requisite majority of the outstanding voting power of Mr. Cooper shareholders (typically a > 50 % of the shares voted in favor, as defined in the proxy statement).
Satisfactory completion of due‑diligence and third‑party consents – Both Rocket Companies and Mr. Cooper must obtain any necessary consents from third‑party contracts, lenders, and counterparties (e.g., loan‑facility agreements, servicing‑platform agreements, and any “change‑of‑control” waivers).
Absence of material adverse events – The merger agreement includes a “no material adverse change” clause that allows either party to terminate the transaction if a significant adverse event occurs that could materially affect the business, financial condition, or prospects of either company before closing.
Closing‑condition satisfaction – All customary closing conditions listed in the definitive merger agreement must be satisfied, including: delivery of all required corporate and regulatory filings, receipt of any required shareholder‑or‑board resolutions, and confirmation that the exchange ratio (11.0 Rocket shares per Mr. Cooper share) remains fair and accurate at the time of closing.
Financing and tax‑efficiency considerations – The parties must confirm that the exchange of shares can be executed without triggering adverse tax consequences for the shareholders, and that the financing structure (e.g., any debt‑financing or cash‑flow‑hedge arrangements) is in place and approved by the relevant lenders.
Bottom‑line answer
- Shareholder voting is expected to take place over a 30‑day window after the proxy statement is sent out, culminating in a special meeting at the end of that period.
- Receipt of the exchange consideration (11 Rocket shares per Mr. Cooper share) is slated to occur within 30 days after the meeting’s approval and typically within 5 business days after the transaction closes.
- The deal is contingent on: (1) receipt of all required regulatory approvals, (2) shareholder approval, (3) satisfaction of third‑party consents and customary closing conditions, (4) no material adverse change, and (5) the successful execution of the share‑for‑share exchange at the agreed ratio.
These timelines and conditions are standard for a public‑company merger of this size and are reflected in the definitive merger agreement filed with the SEC for the Mr. Cooper / Rocket Companies transaction.