8-K
filed July 1, 2025, 7:59 PM ET
CIK 0001382821
M&A
confidence high
sentiment neutral
materiality 0.90
Redfin Corp: M&A transaction — Rocket completes acquisition of Redfin; Redfin shares delisted and converted into Rocket stock
Redfin Corp
- On July 1, 2025, Rocket closed its acquisition of Redfin; each Redfin share converted into 0.7926 shares of Rocket common stock.
- Trading of Redfin shares suspended on Nasdaq; delisting and deregistration requested.
- Redfin's board replaced; Brian Brown and Varun Krishna appointed as directors.
- Redfin's first-lien term loan repaid and terminated upon merger consummation.
- Redfin guarantees Rocket's $4B senior notes (6.125% 2030 and 6.375% 2033) and existing Rocket Mortgage notes.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Redfin Corp amended convertible notes at 0.50% maturing 2027.
- Instrument
- convertible notes
- Rate
- 0.50%
- Maturity
- 2027
- Event
- amendment
Exact text from the filing
Effective as of July 1, 2025, upon a conversion of the 2027 Notes pursuant to the terms provided for in the indenture governing the 2027 Notes, holders of the 2027 Notes will be entitled to convert each $1,000 principal amount of such 2027 Notes into 8.4744792 shares of Rocket common stock
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Redfin Corp incurred guarantee of $2.0 billion 6.125% senior notes due 2030 and $2.0 billion 6.375% senior notes due 2033 with U.S. Bank Trust Company, National Association, as trustee maturing August 1, 2030 and August 1, 2033.
- Instrument
- guarantee
- Principal
- $2.0 billion 6.125% senior notes due 2030 and $2.0 billion 6.375% senior notes due 2033
- Counterparty
- U.S. Bank Trust Company, National Association, as trustee
- Maturity
- August 1, 2030 and August 1, 2033
- Event
- incurrence
Exact text from the filing
On July 1, 2025, Redfin entered into a Supplemental Indenture to the Indenture, dated as of June 20, 2025, among Rocket, U.S. Bank Trust Company, National Association, as trustee, and the guarantors party thereto, governing Rocket’s $2.0 billion 6.125% senior notes due 2030 (the “2030 Rocket Notes”) and $2.0 billion 6.375% senior notes due 2033 (the “2033 Rocket Notes” and together with the 2030 Rocket Notes, the “Rocket Notes”), pursuant to which Redfin has agreed to guarantee Rocket’s obligations under the Rocket Notes.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Redfin Corp amended convertible notes at 0.00% maturing 2025.
- Instrument
- convertible notes
- Rate
- 0.00%
- Maturity
- 2025
- Event
- amendment
Exact text from the filing
Effective as of July 1, 2025, upon a conversion of the 2025 Notes pursuant to the terms provided for in the indenture governing the 2025 Notes, holders of the 2025 Notes will be entitled to convert each $1,000 principal amount of such 2025 Notes into 10.9315392 shares of Rocket Class A common stock
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Redfin Corp: Merger Sub's bylaws became the Company's bylaws at the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Bylaws, as in effect immediately prior to the Effective Time, became the bylaws of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Redfin Corp: Certificate of Incorporation amended and restated in its entirety at the Effective Time pursuant to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form attached to the Certificate of Merger (the form of which was attached as Exhibit B to the Merger Agreement).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Redfin Corp underwent a change of control involving Rocket Companies, Inc. for 0.7926 shares of Rocket common stock (closed 2025-07-01).
- Action
- change of control
- Counterparty
- Rocket Companies, Inc.
- Consideration
- 0.7926 shares of Rocket common stock
- Closing
- 2025-07-01
Exact text from the filing
Sub or any of Rocket’s or Merger Sub’s respective wholly owned subsidiaries immediately prior to the Effective Time), was automatically converted into the right to receive 0.7926 shares (the “Exchange Ratio”) of Rocket common stock and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes. In addition,
View on SEC.gov
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