Correspondence 0001104659-25-032699 from Rocket Companies, Inc. (RKT)
Rocket Companies, Inc.
Date: April 7, 2025 · CIK: 0001805284 · Accession: 0001104659-25-032699
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Letter
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064
April 7, 2025
CONFIDENTIAL
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Rocket Companies, Inc. Registration Statement on Form S-4 CIK No. 0001805284
Ladies and Gentlemen:
On behalf of our client, Rocket Companies, Inc., a Delaware corporation (the " Company "), and in connection with the filing by the Company today of a registration statement on Form S-4 (the " Registration Statement "), we are writing to inform you that the Registration Statement intentionally omits certain unaudited pro forma financial information giving effect to the Company's proposed acquisition of Mr. Cooper Group Inc. (such information, the " Omitted Information "). The Company entered into an Agreement and Plan of Merger to acquire Mr. Cooper Group Inc. on March 31, 2025. The Omitted Information, which is required to be included in the Registration Statement pursuant to Article 11 of Regulation S-X, is not yet available. The Company hereby undertakes to include the Omitted Information in a pre-effective amendment to the Registration Statement.
If you have any questions regarding the Registration Statement, please do not hesitate to contact the undersigned at (212) 373-3445.
Sincerely,
/s/ Christodoulos Kaoutzanis
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CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 April 7, 2025 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Rocket Companies, Inc. Registration Statement on Form S-4 CIK No. 0001805284 Ladies and Gentlemen: On behalf of our client, Rocket Companies, Inc., a Delaware corporation (the " Company "), and in connection with the filing by the Company today of a registration statement on Form S-4 (the " Registration Statement "), we are writing to inform you that the Registration Statement intentionally omits certain unaudited pro forma financial information giving effect to the Company's proposed acquisition of Mr. Cooper Group Inc. (such information, the " Omitted Information "). The Company entered into an Agreement and Plan of Merger to acquire Mr. Cooper Group Inc. on March 31, 2025. The Omitted Information, which is required to be included in the Registration Statement pursuant to Article 11 of Regulation S-X, is not yet available. The Company hereby undertakes to include the Omitted Information in a pre-effective amendment to the Registration Statement. If you have any questions regarding the Registration Statement, please do not hesitate to contact the undersigned at (212) 373-3445. Sincerely, /s/ Christodoulos Kaoutzanis Christodoulos Kaoutzanis cc: Tina V. John Rocket Companies, Inc. John C. Kennedy Paul, Weiss, Rifkind, Wharton & Garrison LLP 1