Maverick Merger Sub 2, LLC Files 8-K with Key Corporate Actions

TL;DR

Maverick Merger Sub 2, LLC (fka Mr. Cooper Group) filed an 8-K detailing a major acquisition and financial obligations.

AI Summary

Maverick Merger Sub 2, LLC, formerly Mr. Cooper Group Inc., filed an 8-K on October 1, 2025, reporting several material events. These include entering into a definitive agreement, completion of an acquisition, creation of financial obligations, and changes in control. The filing also notes potential delisting and modifications to security holder rights.

Why It Matters

This 8-K filing indicates significant corporate restructuring and financial events for Maverick Merger Sub 2, LLC, which could impact its stock performance and investor relations.

Risk Assessment

Risk Level: medium — The filing details multiple material events including acquisitions, financial obligations, and potential delisting, which introduce significant uncertainty.

Key Players & Entities

• Maverick Merger Sub 2, LLC (company) — Filer and subject of the 8-K
• Mr. Cooper Group Inc. (company) — Former name of Maverick Merger Sub 2, LLC
• WMIH CORP. (company) — Former name of Maverick Merger Sub 2, LLC
• WMI HOLDINGS CORP. (company) — Former name of Maverick Merger Sub 2, LLC
• 0000950142-25-002623 (filing_id) — Accession number for the 8-K filing

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share COOP The Nasdaq
• $0.00001 — ocket's Class A common stock, par value $0.00001 per share ("Rocket Stock"). No fraction
• $738,075,000 — ciation, as trustee, governing Rocket's $738,075,000 6.500% Senior Notes due 2029 (the "2029
• $955,326,000 — due 2029 (the "2029 Rocket Notes") and $955,326,000 in aggregate principal amount of 7.125%
• $2.0 billion — ntors party thereto, governing Rocket's $2.0 billion 6.125% senior notes due 2030 (the "2030
• $62.0 million — notes due 2028, of which approximately $62.0 million remain outstanding (the "2028 Rocket Mo
• $750 million — ortgage and Rocket Mortgage Co-Issuer's $750 million 3.625% senior notes due 2029 (the "2029
• $1.25 billion — (the "2029 Rocket Mortgage Notes") and $1.25 billion 3.875% senior notes due 2031 (the "2031
• $1.15 billion — ortgage and Rocket Mortgage Co-Issuer's $1.15 billion 2.875% senior notes due 2026 (the "2026
• $850 million — (the "2026 Rocket Mortgage Notes") and $850 million 4.00% senior notes due 2033 (the "2033
• $948.0 million — cket Mortgage repurchased approximately $948.0 million in aggregate principal amount of the 20

Filing Documents

• eh250686104_8k.htm (8-K) — 76KB
• eh250686104_ex9901.htm (EX-99.1) — 10KB
• 0000950142-25-002623.txt ( ) — 292KB
• coop-20251001.xsd (EX-101.SCH) — 3KB
• coop-20251001_def.xml (EX-101.DEF) — 26KB
• coop-20251001_lab.xml (EX-101.LAB) — 34KB
• coop-20251001_pre.xml (EX-101.PRE) — 22KB
• eh250686104_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Rocket Exchange Notes On October 1, 2025, Forward Merger Sub and certain subsidiaries of Nationstar Mortgage Holdings Inc. (collectively, the "Mr. Cooper Guarantors") entered into an Indenture, dated as of October 1, 2025 (the "Indenture"), among Rocket, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, governing Rocket's $738,075,000 6.500% Senior Notes due 2029 (the "2029 Rocket Notes") and $955,326,000 in aggregate principal amount of 7.125% Senior Notes due 2032 (the "2032 Rocket Notes" and, together with the 2029 2 Rocket Notes, the "Rocket Exchange Notes"), pursuant to which each of the Mr. Cooper Guarantors has agreed to guarantee Rocket's obligations under the Rocket Exchange Notes. The Rocket Exchange Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by (i) Rocket Mortgage, LLC ("Rocket Mortgage"), (ii) each of Rocket Mortgage's domestic subsidiaries that are issuers or guarantors under Rocket Mortgage's existing senior notes, (iii) Redfin Corporation ("Redfin") and (iv) the Mr. Cooper Guarantors. In the future, any subsidiary of Rocket that guarantees or issues any Additional Capital Markets Debt (as defined in the Indenture) will guarantee the Rocket Exchange Notes. The 2029 Rocket Notes mature on August 1, 2029 unless earlier redeemed or repurchased. No sinking fund is provided for the 2029 Rocket Notes. Cash interest on the 2029 Rocket Notes will accrue from August 1, 2025 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of 6.500% per year. The 2032 Rocket Notes mature on February 1, 2032 unless earlier redeemed or repurchased. No sinking fund is provided for the 2032 Rocket Notes. Cash interest on the 2032 Rocket Notes will accrue from August 1, 2025 and is payable semi-annually in arrears on February 1 and August 1 of each yea

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 30, 2025, the Company notified NASDAQ that the closing of the Mergers would be effective as of October 1, 2025 and requested that NASDAQ: (1) suspend trading of Mr. Cooper common stock, (2) withdraw Mr. Cooper common stock from listing on NASDAQ, in each case, prior to the open of trading on October 1, 2025, and (3) file with the Securities and Exchange Commission (the "Commission") a notification of delisting of Mr. Cooper common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, Mr. Cooper common stock will no longer be listed on NASDAQ. In furtherance of the foregoing, Forward Merger Sub, as successor to Mr. Cooper, intends to file with the Commission certification on Form 15 under the Exchange Act requesting the deregistration of Mr. Cooper common stock and the corresponding immediate suspension of Mr. Cooper's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable, and to cease filing any further periodic reports with respect to Mr. Cooper. The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. At the effective time of the Mergers, each holder of Mr. Cooper common stock immediately prior to such effective time ceased to have any rights as a shareholder of Mr. Cooper other than the right to receive the Merger Consideration (as defined in the Merger Agreement) pursuant to the Merger Agreement. The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 7

01

Item 5.01 Changes in Control of Registrant. As a result of the consummation of the Mergers , a change of control of Mr. Cooper occurred, and Maverick Merger Sub merged with and into Mr. Cooper, with Mr. Cooper surviving the Maverick Merger as a wholly-owned subsidiary of Rocket and immediately thereafter, Mr. Cooper merged with and into Forward Merger Sub, with Forward Merger Sub surviving the Forward Merger as a wholly-owned subsidiary of Rocket. The information set forth in the Introductory Note, Item 2,01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the consummation of the Mergers, all of the directors of the Company immediately prior to the effective time of the Maverick Merger ceased to be directors of Mr. Cooper at the effective time of the Maverick Merger. At the effective

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View this 8-K filing on SEC EDGAR