SecProbe.io

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     FORM 8-K

ROCKET COMPANIES, INC.

1050 Woodward Avenue

Detroit, MI 48226

  July 28, 2025

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric Envall

 Re: Rocket Companies, Inc.

Registration Statement on Form S-4

File No. 333-286833

Request for Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration
Statement”) filed by Rocket Companies, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”)
on April 29, 2025 and as amended on July 3, 2025 and July 25, 2025, be accelerated to July 30, 2025 at 4:00 p.m. Eastern Time or as soon
thereafter as may be practicable.

We understand that the
Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities
laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact Christodoulos Kaoutzanis of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3445.

*****

  Very truly yours,

  By:
  /s/ Tina V. John

  Name:
  Tina V. John

  Title:
  Corporate Secretary

CORRESP
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 ROCKET COMPANIES, INC.

 1050 Woodward Avenue

 Detroit, Michigan 48226

 July 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, NE
Washington, DC 20549

 Attn: James Lopez

 RE: Rocket Companies, Inc.
Amendment No. 1 to Registration Statement on Form S-4

 Filed July 3, 202 5

 File No. 333-286833

 Dear Mr. Lopez:

 This letter sets forth the
response of Rocket Companies, Inc. (the "Registrant") to the comment letter of the staff of the Division of Corporation
Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"), issued to the Registrant
on July 17, 2025, with respect to the above-referenced Registration Statement on Form S-4 (as amended, the "Registration
Statement"). In connection with this letter, an amendment to the Registration Statement ("Amendment No. 2") has
been submitted to the Commission on the date hereof.

 For your convenience, the
Staff's comments are set forth in bold, followed by responses on behalf of the Registrant. Unless otherwise indicated, all page references
in the responses set forth below are to the pages of Amendment No. 2. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in Amendment No. 2.

 Amendment No. 1 to Form S-4/A
filed July 3, 2025

 Summary, page 15

 1. Please revise page 22 to provide the
effective interest rate(s) of the Bridge Facility as well as the interest rate for the notes offering.

 Response:
In response to the Staff's comment, Amendment No. 2 has been revised on pages 22 and 86.

 * * * * *

 Very truly yours,

 By:
 /s/ Tina V. John

 Tina V. John

 Corporate Secretary

 Cc: John Kennedy, Esq., and Christodoulos Kaoutzanis, Esq.,
of Paul, Weiss, Rifkind, Wharton & Garrison

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Varun Krishna
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226

 Re: Rocket Companies, Inc.
 Amendment No. 1 to Registration Statement on Form S-4
 Filed July 3, 2025
 File No. 333-286833
Dear Varun Krishna:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 28, 2025
letter.

Amendment No. 1 to Form S-4/A filed July 3, 2025
Summary, page 15

1. Please revise page 22 to provide the effective interest rate(s) of the
Bridge Facility as
 well as the interest rate for the notes offering.
 July 17, 2025
Page 2

 Please contact Michael Henderson at 202-551-3364 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at 202-551-3234 or James Lopez at
202-551-3536 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Laura C. Turano
</TEXT>
</DOCUMENT>

CORRESP
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 ROCKET COMPANIES, INC.

 1050 Woodward Avenue

 Detroit, Michigan 48226

 July 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Finance
100 F Street, NE
Washington, DC 20549

 Attn: James Lopez

 RE: Rocket Companies, Inc.
Registration Statement on Form S-4
 Filed April 29, 2025

 File No. 333-286833

 Dear Mr. Lopez:

 This letter sets forth the
response of Rocket Companies, Inc. (the "Registrant") to the comment letter of the staff of the Division of Corporation
Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"), issued to the Registrant
on May 28, 2025, with respect to the above-referenced Registration Statement on Form S-4 (as amended, the "Registration
Statement"). In connection with this letter, an amendment to the Registration Statement ("Amendment No. 1") has
been submitted to the Commission on the date hereof.

 For your convenience, the
Staff's comments are set forth in bold, followed by responses on behalf of the Registrant. Unless otherwise indicated, all page references
in the responses set forth below are to the pages of Amendment No. 1. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in Amendment No. 1.

 Q: Is Rocket's obligation to complete the
mergers subject to Rocket receiving financing?, page 2

 1. We note your disclosure on page 121 that, "Rocket does not intend to draw on the Bridge
Facility, as it intends to incur permanent financing prior to, or concurrently with, the closing of the Mr. Cooper Mergers."
Please revise this Q/A to provide additional details about the planned, permanent financing.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on pages 2 and 3.

 Summary, page 15

 2. Please revise to provide a summary of the anticipated business focus, liquidity and governance structure
of the combined company. Include as appropriate disclosure of anticipated changes to the business or geographic focus of the combined
company. For example, with respect to the anticipated liquidity position, we note "Treatment of Mr. Cooper's Existing Debt"
on page 21 where you state that Rocket intends to refinance senior notes in connection with the triggering of change of control provisions.
It also addresses possible actions with respect to $6 billion of borrowings related to MSRs and a bridge facility of $4.95 billion. It
is unclear to what extent different actions taken with respect to the notes (e.g., the possibility that Rocket is unable to refinance
the notes), MSRs or other areas of business may result in materially different outcomes with respect to the combined company's business
focus or liquidity. We also note the statement on page 17 that the company "may declare a dividend to the holders of Mr. Cooper
common stock consisting of $2.00 per share." It is unclear to what extent the dividend, combined with other anticipated actions,
could significantly change the resulting capitalization of the combined company. Additionally, where you describe the Governance Letter
on page 25, or where appropriate, please provide a summary of the combined company's key management and board representatives from
each of Mr. Cooper and Rocket.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on pages 17, 19, 20, 22 and 26.

 The Mergers, page 16

 3. Please include here, and elsewhere as appropriate a chart that shows Rocket's ownership structure immediately
prior to and after the Mergers. The chart should indicate the percentage of shares that are held by various groups, including RHI, former
Mr. Cooper and Redfin shareholders, and other relevant groups. Also include in the chart disclosures giving effect to the Up-C Collapse.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on pages 29, 87, 88 and 89. The Company respectfully
advises the Staff that the Up-C Collapse was consummated on June 30, 2025 and the Redfin Acquisition was consummated on July 1,
2025. Accordingly, the charts presented in Amendment No. 1 reflect (1) Rocket's ownership structure immediately prior
to the mergers (reflecting the prior completion of the Up-C Collapse and the Redfin Acquisition) and (2) following completion of
the mergers.

 Merger Consideration, page 16

 4. Please revise this section to include disclosure of the aggregate merger consideration on the day prior
to the public announcement of the mergers and as of the last practicable trading day before the date of the joint proxy and information
statement/prospectus.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on pages 16, 17, 28 and 29.

 Background of the Mergers, page 43

 5. We note your disclosure on page 45 that, "on February 11, 2025, Rocket delivered to
Mr. Cooper a three year standalone financial forecast for Rocket prepared by Rocket management." Please revise the registration
statement to include a section similar to the section titled "Mr. Cooper's Unaudited Prospective Financial Information"
that summarizes all of the material terms of the Rocket financial forecasts.

 Response:  In
response to the Staff's comment, Amendment No. 1 has been revised on pages 69, 70, 71, 72, 73 and 74.

 6. Please clarify the extent to which Paul Weiss participated in the meetings described in this section
prior to Paul Weiss' delivery of the initial draft of the merger agreement on March 7, 2025. If material, please revise the discussion
to indicate their participation.

 Response:
Rocket respectfully advises the Staff that Paul Weiss did not participate in the meetings described in this section prior to its delivery
of the initial draft of the merger agreement.

 Mr. Cooper's Unaudited Prospective
Financial Information, page 66

 7. Please further clarify material information regarding the financial forecasts Mr. Cooper prepared
and are referred to throughout the Background of the Merger section beginning on page 43.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on pages 69, 70, 71, 72, 73 and 74.

 Regulatory Approvals Required for the Mergers,
page 82

 8. Please revise this section and the risk factor on page 35 to provide more detail regarding material
notices, applications, or other filings any of the parties to the mergers are required to make to particular state or federal governmental
authorities. Include disclosure regarding the status of each of these notices, applications, or other filings.

 Response:
Rocket respectfully advises the Staff that it has revised the disclosure on pages 36, 37, 38 and 85 in response to the
Staff's comment.

 Unaudited Pro Forma Condensed Combined Financial
Information, page 114

 9. Please present each adjustment separately on the face of the pro forma balance sheet and statement
of income to allow an investor to tie the adjustment to the information in the notes.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on pages 123, 124 and 125.

 10. We note your disclosure that the tax receivable agreement will be amended and the discussion of the
change in the TRA liability in note (d) on page 122. Please revise to discuss any material changes in the tax receivable agreement.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on pages 119 and 120.

 Note 2 – Up-C Collapse Adjustments,
page 122

 11. Please revise adjustment (c) to provide additional information related to the recognition of the
material deferred tax liability.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on page 128.

 12. Please revise adjustment (e) to discuss the reason for the pro forma adjustment or refer to disclosure
in the filing that provides the relevant information.

 Response:
In response to the Staff's comment, Amendment No. 1 has been revised on page 129.

 Note 4 – Preliminary Purchase Price
Allocation for Redfin Merger, page 126

 13. Please tell us how you determined that the "Cash paid to pay off term loan, accrued interest,
and prepayment premium" should be considered merger consideration. Specifically provide us any guidance that supports your determination.
We also note the pay off of Mr. Cooper debt was considered merger consideration as disclosed on page 135.

 Response: In
response to the Staff's comment, the Company respectfully submits that certain of Redfin and Mr. Cooper's debt agreements
contain terms that require repayment upon a change in control. In accordance with these terms, the Company will pay off the related debt
at the closing of the respective transaction. Given the payoffs are contractually required and will occur simultaneously with the closing
of the relevant transaction, the settled debt will not be an assumed liability under ASC 805, Business Combinations. Therefore, the payoff
of the debt is included as consideration for the respective merger.

 * * * * *

 Very truly yours,

 By:
 /s/ Tina V. John

 Tina V. John

 Corporate Secretary

 Cc: John Kennedy, Esq., and Christodoulos Kaoutzanis, Esq.,
of Paul, Weiss, Rifkind, Wharton & Garrison

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Varun Krishna
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226

 Re: Rocket Companies, Inc.
 Registration Statement on Form S-4
 Filed April 29, 2025
 File No. 333-286833
Dear Varun Krishna:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Q: Is Rocket's obligation to complete the mergers subject to Rocket receiving
financing?,
page 2

1. We note your disclosure on page 121 that, "Rocket does not intend to
draw on the
 Bridge Facility, as it intends to incur permanent financing prior to, or
concurrently
 with, the closing of the Mr. Cooper Mergers." Please revise this Q/A to
provide
 additional details about the planned, permanent financing.
Summary, page 15

2. Please revise to provide a summary of the anticipated business focus,
liquidity and
 governance structure of the combined company. Include as appropriate
disclosure of
 anticipated changes to the business or geographic focus of the combined
company.
 For example, with respect to the anticipated liquidity position, we note
"Treatment of
 May 28, 2025
Page 2

 Mr. Cooper's Existing Debt" on page 21 where you state that Rocket
intends to
 refinance senior notes in connection with the triggering of change of
control
 provisions. It also addresses possible actions with respect to $6
billion of borrowings
 related to MSRs and a bridge facility of $4.95 billion. It is unclear to
what extent
 different actions taken with respect to the notes (e.g., the possibility
that Rocket is
 unable to refinance the notes), MSRs or other areas of business may
result in
 materially different outcomes with respect to the combined company's
business focus
 or liquidity. We also note the statement on page 17 that the company
"may declare a
 dividend to the holders of Mr. Cooper common stock consisting of $2.00
per share." It
 is unclear to what extent the dividend, combined with other anticipated
actions,
 could significantly change the resulting capitalization of the combined
company.
 Additionally, where you describe the Governance Letter on page 25, or
where
 appropriate, please provide a summary of the combined company's key
management
 and board representatives from each of Mr. Cooper and Rocket.
The Mergers, page 16

3. Please include here, and elsewhere as appropriate a chart that shows
Rocket's
 ownership structure immediately prior to and after the Mergers. The
chart should
 indicate the percentage of shares that are held by various groups,
including RHI,
 former Mr. Cooper and Redfin shareholders, and other relevant groups.
Also include
 in the chart disclosures giving effect to the Up-C Collapse.
Merger Consideration, page 16

4. Please revise this section to include disclosure of the aggregate merger
consideration
 on the day prior to the public announcement of the mergers and as of the
last
 practicable trading day before the date of the joint proxy and
information
 statement/prospectus.
Background of the Mergers, page 43

5. We note your disclosure on page 45 that, "on February 11, 2025, Rocket
delivered to
 Mr. Cooper a three year standalone financial forecast for Rocket
prepared by Rocket
 management." Please revise the registration statement to include a
section similar to
 the section titled "Mr. Cooper s Unaudited Prospective Financial
Information" that
 summarizes all of the material terms of the Rocket financial forecasts.
6. Please clarify the extent to which Paul Weiss participated in the
meetings described in
 this section prior to Paul Weiss' delivery of the initial draft of the
merger agreement
 on March 7, 2025. If material, please revise the discussion to indicate
their
 participation.
Mr. Cooper's Unaudited Prospective Financial Information, page 66

7. Please further clarify material information regarding the financial
forecasts Mr.
 Cooper prepared and are referred to throughout the Background of the
Merger section
 beginning on page 43.
Regulatory Approvals Required for the Mergers, page 82

8. Please revise this section and the risk factor on page 35 to provide
more detail
 May 28, 2025
Page 3

 regarding material notices, applications, or other filings any of the
parties to the
 mergers are required to make to particular state or federal governmental
authorities.
 Include disclosure regarding the status of each of these notices,
applications, or other
 filings.
Unaudited Pro Forma Condensed Combined Financial Information, page 114

9. Please present each adjustment separately on the face of the pro forma
balance sheet
 and statement of income to allow an investor to tie the adjustment to
the information
 in the notes.
10. We note your disclosure that the tax receivable agreement will be
amended and the
 discussion of the change in the TRA liability in note (d) on page 122.
Please revise to
 discuss any material changes in the tax receivable agreement.
Note 2 - Up-C Collapse Adjustments, page 122

11. Please revise adjustment (c) to provide additional information related
to the
 recognition of the material deferred tax liability.
12. Please revise adjustment (e) to discuss the reason for the pro forma
adjustment or refer
 to disclosure in the filing that provides the relevant information.
Note 4 - Preliminary Purchase Price Allocation for Redfin Merger, page 126

13. Please tell us how you determined that the "Cash paid to pay off term
loan, accrued
 interest, and prepayment premium" should be considered merger
consideration.
 Specifically provide us any guidance that supports your determination.
We also note
 the pay off of Mr. Cooper debt was considered merger consideration as
disclosed on
 page 135.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Michael Henderson at 202-551-3364 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at 202-551-3234 or James Lopez at
202-551-3536 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
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 ROCKET COMPANIES, INC.

 1050 Woodward Avenue

 Detroit, MI 48226

 May 1, 2025

 VIA EDGAR

 Division
of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Madeleine Matteo

 Re: Rocket Companies, Inc.
Registration Statement on Form S-4
File No. 333-286428
Request for Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-4
(the "Registration Statement") filed by Rocket Companies, Inc. (the "Company") with the U.S. Securities and Exchange
Commission (the "Commission") on April 7, 2025 and as amended on May 1, 2025, be accelerated to May 5, 2025 at 4:00 p.m. Eastern
Time or as soon thereafter as may be practicable.

 We understand that the Staff
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact Christodoulos Kaoutzanis of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3445.

 *****

 Very truly yours,

 By:
 /s/ Tina V. John

 Name:
 Tina V. John

 Title:
 Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 17, 2025

Varun Krishna
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226

 Re: Rocket Companies, Inc.
 Registration Statement on Form S-4
 Filed April 7, 2025
 File No. 333-286428
Dear Varun Krishna:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Laura C. Turano, Esq.
</TEXT>
</DOCUMENT>

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 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

United States securities and exchange commission logo
November 16, 2022
Brian Brown
Chief Financial Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
Re:Rocket Companies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
File No. 001-39432
Dear Brian Brown:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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November
9, 2022

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E. Washington,
D.C. 20549

  Attention:
  Michael Henderson,
Staff Accountant

  Marc Thomas, Staff Accountant

  Re: Rocket Companies, Inc.

  Form 10-K for the Fiscal Year Ended December 31, 2021

  Form 10-Q for the Quarterly Period Ended June 30, 2022

  File No. 001-39432

Mr. Henderson and Mr.
Thomas,

This letter sets forth the responses for Rocket Companies, Inc. (the “Company”)
to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”) contained in your letter dated October 26, 2022 regarding the Staff’s review of the Company’s
Form 10-K for the Fiscal Year Ended December 31, 2021 and Form 10-Q for the Quarterly Period Ended June 30, 2022 (the “Comment Letter”).
The discussion below is presented in the order of the numbered comments in the Comment Letter. For your convenience, we have set forth
below the Staff’s comments followed by the Company’s responses thereto.

Form 10-Q for the Quarterly Period Ended June 30, 2022

Management's Discussion and Analysis of Financial Condition and Results
of Operations

Non-GAAP Financial Measures

Reconciliation of Adjusted Net Income (Loss) to Net Income Attributable
to Rocket Companies, page 38

1. We note your response to comment 1.  In addition to the proposed
disclosure in your response, please supplement your reconciliation of Adjusted Net Income (Loss) to Net Income Attributable to Rocket
Companies, in future filings, with the calculation of the adjustment to the provision for income tax as you have provided in your
response.

The Company respectfully acknowledges the Staff’s comment and, in future
filings, will supplement its reconciliation of Adjusted Net Income (Loss) to Net Income Attributable to the Company with the calculation
of the adjustment to the provision for income tax.

Results of Operations for the Three and Six Months Ended June 30, 2022 and
2021

Gain on sale of loans, net, page 44

2. We note your response to comment 2 and your proposed disclosures in Annex
A. Please provide us with and further revise your disclosures, in future filings, to quantify the impact for each identified driver. For
example, we noted the following:

 · We note that the Net (loss) gain on sale of loans was impacted by decreases
in mortgage loan origination volume, as well as, interest rate increases subsequent to the time the loans were originated, which resulted
in loans being sold at a loss. Your proposed disclosure should clearly discuss in detail the impacts of the changes in interest rates
during the periods presented.

 · Further, in regard to the fair value adjustment on loans held for sale and
IRLCs, we note the proposed disclosure for the three months ended June 30, 2022, indicated the decline was due to a decrease in origination
volume; however, the fair value adjustment increased for the six months ended June 30, 2022, due to a decline in origination volume and
an increase in interest rates. Your proposed disclosure should more clearly quantify the impacts and correlation between the identified
drivers and changes to your results of operations.

The Company respectfully acknowledges the Staff’s comment, and as discussed
on our telephone call with the Staff on November 2, 2022 and in subsequent communications with the Staff, the Company will revise its
future filings as set forth on Annex A attached to this letter, which shows the proposed revisions to the Company’s disclosure for
future filings as applied to the Company’s disclosures in the filed Form 10-Q for the Quarterly Period Ended June 30, 2022.

      2

If you have any questions regarding the responses contained in this letter, please
do not hesitate to contact Brian Brown, Chief Accounting Officer, at (313) 482-9053 or Julie Booth, Chief Financial Officer, at (313)
373-7698.

  Sincerely,

  /s/ Julie Booth

  Julie Booth

  cc:
  Jay Farner

  Rocket Companies, Inc.

  John C. Kennedy

  Paul, Weiss, Rifkind, Wharton & Garrison LLP

  Christodoulos Kaoutzanis

  Paul, Weiss, Rifkind, Wharton & Garrison LLP

      3

    Annex A

Results of Operations for the Three and Six Months
Ended June 30, 2022 and 2021

Summary of Operations

Gain on sale of loans, net

The components of gain on sale of loans for the periods
presented were as follows:

    Three Months Ended

 June 30,

    Six Months Ended

 June 30,

    ($ in thousands)
    2022
    2021
    2022
    2021

    Net (loss) gain on sale of loans (1)
    $ (448,270 )
    $ 1,704,139
    $ (573,864 )
    $ 4,291,569

    Fair value of originated MSRs
      459,473
      857,111
      1,256,088
      2,030,275

    (Provision for) benefit from investor reserves
      (9,846 )
      19,316
      (12,232 )
      13,969

    Fair value adjustment on loans held for sale and IRLCs
      258,075
      357,026
      (485,426 )
      (1,526,917 )

    Revaluation from forward commitments economically hedging loans held for sale and IRLCs
      547,406
      (596,103 )
      2,106,057
      1,085,035

    Gain on sale of loans, net
    $ 806,838
    $ 2,341,489
    $ 2,290,623
    $ 5,893,931

(1) Net (loss) gain on sale of loans represents
the premium received in excess of the UPB, plus net origination fees.

At the time an IRLC is issued, an estimate of the Gain on sale of loans,
net is recognized in the Fair value adjustment on loans held for sale and IRLCs component in the table above. Subsequent changes in the
fair value of IRLCs and mortgage loans held for sale are recognized in this same component as the loan progresses through closing, which
is the moment that loans moves from an IRLC to a loan held for sale, and ultimately through the sale of the loan. We deploy a hedge strategy
to mitigate the impact of interest rate changes from the point of the IRLC through the sale of the loan. The changes to the Fair value
adjustment on loans held for sale and IRLCs in each period is dependent on several factors, including mortgage origination volume, how
long a loan remains at a given stage in the origination process and the movement of interest rates during that period as compared to the
immediately preceding period. Loans originated during an increasing rate environment generally decrease in value, and loans originated
during a decreasing rate environment generally increase in value. When the mortgage loan is sold into the secondary market, any difference
between the proceeds received and the current fair value of the loan is recognized and moves from the Fair value adjustment on loans held
for sale and IRLCs component in the Net (loss) gain on sale of loans component in the table above. The Revaluation from forward commitments
economically hedging loans held for sale and IRLCs component reflects the forward hedge commitments intended to offset the various fair
value adjustments that impact the Fair value adjustment on loans held for sale and IRLCs and the Net (loss) gain on sale of loans components.
As a result, these three components should be evaluated in combination when evaluating Gain on sale of loans, net, as the sum of these
components are primarily driven by net rate lock volume. Furthermore, at the point of sale of the loan, the Fair value of originated MSRs
and the (Provision for) benefit from investor reserves are recognized
each in their respective components shown above.

      4

    Annex A

Three months ended June 30, 2022 summary

Gain on sale of loans, net was $806.8 million, a decrease
of $1.5 billion, or 66%, when compared to $2.3 billion for the same period in 2021, primarily driven by the changes in Net (loss) gain
on sale of loans, Fair value adjustment on loans held for sale and IRLCs and IRLCs and Revaluation from forward commitments economically
hedging loans held for sale. Increased interest rates during the period led to a 65% decrease in net rate lock volume, which drove a 76%
combined decrease in in these three components.

Fair value of
originated MSRs, which represents the estimated fair value of MSRs related to loans which we have sold and retained the right to service,
was $459.5 million, a decrease of $397.6 million, or 46%, as compared with $857.1 million in 2021. The decrease was primarily due
to a reduction in sold loan volume of $45.9 billion, or 58%, from $33.1 billion in 2022 to $79.0 billion in 2021.

The (provision for) benefit from investor reserves
is related to the provision to establish our estimated liabilities associated with the potential repurchase or indemnity of purchasers
of loans previously sold due to representation and warranty claims by investors. The $29.2 million, or 151% decrease compared to 2021,
was primarily due to a decrease in the forecasted probability of future loan repurchases in 2021, which resulted in a benefit to our provision.

Six months ended June 30, 2022 summary

Gain on sale of loans, net was $2.3 billion, a decrease
of $3.6 billion, or 61%, as compared with $5.9 billion for the same period in 2021. primarily driven by the changes in Net (loss) gain
on sale of loans, Fair value adjustment on loans held for sale and IRLCs and IRLCs and Revaluation from forward commitments economically
hedging loans held for sale. Increased interest rates during the period led to a 56% decrease in net rate lock volume, which drove a 73%
combined decrease in in these three components.

Fair value of
originated MSRs was $1.3 billion, a decrease of $0.8 billion, or 38%, when compared to $2.0 billion in 2021. The decrease was due
to a reduction in sold loan volume of $89.5 billion, or 48%, from $95.3 billion in 2022 to $184.8 billion in 2021.

      5

    Annex A

The (provision for) benefit from investor reserves
decreased $26.2 million, or 187% compared to 2021, which was primarily due to a decrease in the forecasted probability of future loan
repurchases in 2021, which resulted in a benefit to our provision.

      6

United States securities and exchange commission logo
October 26, 2022
Julie Booth
Chief Financial Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
Re:Rocket Companies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 10-Q for the Quarterly Period Ended June 30, 2022
Response dated September 27, 2022
File No. 001-39432
Dear Julie Booth:
            We have reviewed your September 27, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 13, 2022 letter.
Form 10-Q for the Quarterly Period Ended June 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Reconciliation of Adjusted Net Income (Loss) to Net Income Attributable to Rocket Companies,
page 38
1.We note your response to comment 1.  In addition to the proposed disclosure in your
response, please supplement your reconciliation of Adjusted Net Income (Loss) to Net
Income Attributable to Rocket Companies, in future filings, with the calculation of
the adjustment to the provision for income tax as you have provided in your response.

 FirstName LastNameJulie Booth
 Comapany NameRocket Companies, Inc.
 October 26, 2022 Page 2
 FirstName LastName
Julie Booth
Rocket Companies, Inc.
October 26, 2022
Page 2
Results of Operations for the Three and Six Months Ended June 30, 2022 and 2021
Gain on sale of loans, net, page 44
2.We note your response to comment 2 and your proposed disclosures in Annex A.  Please
provide us with and further revise your disclosures, in future filings, to quantify the
impact for each identified driver.  For example, we noted the following:

•We note that the Net (loss) gain on sale of loans was impacted by decreases in
mortgage loan origination volume, as well as, interest rate increases subsequent to the
time the loans were originated, which resulted in loans being sold at a loss.  Your
proposed disclosure should clearly discuss in detail the impacts of the changes in
interest rates during the periods presented.
•Further, in regard to the fair value adjustment on loans held for sale and IRLCs, we
note the proposed disclosure for the three months ended June 30, 2022, indicated the
decline was due to a decrease in origination volume; however, the fair value
adjustment increased for the six months ended June 30, 2022, due to a decline in
origination volume and an increase in interest rates.  Your proposed disclosure should
more clearly quantify the impacts and correlation between the identified drivers and
changes to your results of operations.
            Please contact Michael Henderson, Staff Accountant at 202-551-3364 or Marc
Thomas, Staff Accountant at 202-551-3452 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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filename1.htm

September
27, 2022

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E. Washington,
D.C. 20549

  Attention:
  Michael Henderson,
Staff Accountant

  Marc Thomas, Staff Accountant

  Re: Rocket Companies, Inc.

  Form 10-K for the Fiscal Year Ended December 31, 2021

  Form 10-Q for the Quarterly Period Ended June 30, 2022

  File No. 001-39432

Mr. Henderson and Mr.
Thomas,

This letter sets forth
the responses for Rocket Companies, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance
(the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in your letter
dated September 13, 2022 regarding the Staff’s review of the Company’s Form 10-K for the Fiscal Year Ended December 31, 2021
and Form 10-Q for the Quarterly Period Ended June 30, 2022 (the “Comment Letter”). The discussion below is presented in the
order of the numbered comments in the Comment Letter. For your convenience, we have set forth below the Staff’s comments followed
by the Company’s responses thereto.

Form 10-Q for the
Quarterly Period Ended June 30, 2022

Management's Discussion
and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial
Measures

Reconciliation
of Adjusted Net Income (Loss) to Net Income Attributable to Rocket Companies, page 38

1. We note the
Company’s adjustment to the provision for income tax of $636 for the three months ended June 30, 2022 does not recalculate as the
effective tax rate, as disclosed in footnote (2) to your table, multiplied by the net income adjustment of $56,963. Please provide us
with the calculation and an explanation of the basis for your adjustment to the provision for income tax for the three months ended June
30, 2022. In future filings, please clarify in your disclosures the reason any material differences from these adjustments to the Effective
Income Tax Rate.

The Company respectfully
acknowledges the Staff’s comment and refers the Staff to the table below for the calculation of the Adjustment to the provision
for income tax of $(636) for the three months ended June 30, 2022.

The purpose of the Adjustment
to the provision for income tax within this reconciliation is to adjust the amount of income tax computed assuming the Company owns 100%
of the non-voting common interest units of RKT Holdings, LLC (“Holdings”).

The primary reason
for the adjustment is the Holdings’ income allocated to certain members is taxed at the individual shareholder level while
the Holdings’ income allocated to the Company is taxed at the C-corporation tax rates. Therefore, if all the income of
Holdings was allocated to the Company, all of Holdings’ income would be subject to tax at the C-Corporation tax rates and the
Adjustment to the provision for income tax is intended to reflect the additional income tax expense in this scenario.

The Adjustment to the
provision for income tax represents additional income tax of $(636) which is the difference between the Provision for income taxes of
$18,761 and the total Adjusted provision for income taxes of $19,397. Multiplying the net income adjustment by the effective tax rate disclosed
in footnote (2) of 24.51% will not equal the Adjustment to the provision for income tax as a portion of the Provision of income taxes
of $18,761 is included within the net income adjustment of $56,963.

      2

The table below provides
the full calculation of the Adjustment to the provision for income tax.

($ in thousands)

    Three months ended

                                                                                June 30, 2022

    Net income attributable to Rocket Companies
    $ 3,415

    Net income impact from pro forma conversion of Class D common shares to Class A common shares
      56,963

    Provision for income taxes
      18,761

    Adjusted income before income taxes
    $ 79,139

    Effective Income Tax Rate for Adjusted Net Income (Loss) from footnote (2)
      24.51 %

    Adjusted provision for income taxes
      19,397

    Provision for income taxes
      18,761

    Adjustment to the provision for income tax
    $ (636 )

To further clarify this
disclosure in the future, and in response to the Staff’s comment, the Company plans to disclose the following in a footnote going
forward: “Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect
to its allocable share of any net taxable income of Holdings. The Adjustment to the provision for income tax reflects the difference
between (a) the income tax computed using the effective tax rates below applied to the Income before income taxes assuming Rocket Companies,
Inc. owns 100% of the non-voting common interest units of Holdings and (b) the Provision for income taxes.”

Results of Operations
for the Three and Six Months Ended June 30, 2022 and 2021

Gain on sale of
loans, net, page 44

2. We note your
tabular disclosure on page 44 providing a breakdown of the various components that comprise the “Gain on sale of loans, net.”
We also note your related discussion of the changes in this line in the aggregate, as well as the net (loss) gain on sales of loans and
fair value of MSRs components, on pages 45 and 46. Please address the following:

 • In
                                            regard to your discussion of the change in net (loss) gain on sales of loans, tell us and
                                            revise your future filings to describe the individual factors causing the change.

      3

  For example, explain whether amounts being received are less than
                                                                                                                                              the UPB or the changes in origination fees have impacted the amounts recognized and/or how changes in volume impacted amounts
                                                                                                                                              received during the interim periods presented which resulted in the losses recognized in fiscal 2022 to date as compared to the
                                                                                                                                              gains recognized in the interim periods of fiscal 2021;

 • For
                                            each period presented, tell us and revise your future filings to provide a more robust discussion
                                            of all significant components comprising the gain on sale of loans, net (e.g., Fair value
                                            adjustment on loans held for sale and IRLCs, etc.). Ensure your response and revised disclosure
                                            provide a thorough discussion addressing the specific factors which resulted in the positive
                                            fair value adjustment in some periods compared to a negative fair value adjustment in other
                                            periods; and

 • Provide
                                            a similar level of disaggregation and discussion regarding the gain on sale for each of the
                                            Company’s operating segments on pages 48 to 50.

With respect to the first
bullet of the Staff’s comment, the Company respectfully advises the Staff that it will revise its future filings to describe key
individual factors causing changes in Net (loss) gain on sales of loans in future periods and refers the Staff to Annex A attached to
this letter, which illustrates proposed revisions to the Company’s disclosure for future filings as applied to the Company’s
disclosures in the filed Form 10-Q for the Quarterly Period Ended June 30, 2022.

With respect to the second
bullet of the Staff’s comment regarding the discussion of Gain on sale of loans, net, the Company respectfully advises the Staff
that the significant components comprising Gain on sale of loans, net, include (i) Net (loss) gain on sale of loans, (ii) Fair value
of originated MSRs, (iii) (Provision for) benefit from investor reserves, (iv) Fair value adjustment on loans held for sale and IRLCs
and (v) Revaluation from forward commitments economically hedging loans held for sale and IRLCs. The Company will revise its future filings
to include a discussion of each significant component comprising Gain on sale of loans, net and will provide a discussion of the specific
factors impacting fair value adjustments as compared to other periods. The Company respectfully refers the Staff to Annex A attached
to this letter, which shows proposed revisions to the Company’s disclosure for future filings as applied to the Company’s
disclosures in the filed Form 10-Q for the Quarterly Period Ended June 30, 2022.

      4

With respect to the
third bullet of the Staff’s comment, the Company respectfully advises the Staff that the Company does not internally prepare a
similar level of disaggregation of Gain on sale of loans, net, for each of the Company’s reportable segments and does not believe that such information would be useful to investors in understanding the
Company’s financial statements. Preparing this information at a similar level of disaggregation would require the Company to
make a series of assumptions regarding the allocation of gains and losses on hedging loans held for sale and IRLCs among its
reportable segments, which would render the result of such disaggregation an imprecise estimate. Additionally, the Company’s
management does not disaggregate the information in this way when making decisions in operating the business. As a result, the
Company does not disclose this information because such a presentation would inherently be an estimate, is not used internally by
the Company, and may be confusing, and in some cases, misleading for investors given the inherent assumptions that would be required
in order to prepare the disaggregated information and highlighting information that is not material to the Company.

Other Income, page
47

3. Please provide
us with and revise your future filings to include disclosure, in tabular format, quantifying the revenues recognized by each of the identified
businesses (e.g., Amrock, Rocket Homes, Rocket Auto, etc.), which are reflected as “other income” for each of the periods
presented. In addition, revise your discussion of changes in other income on page 47 to quantify the specific impacts, fluctuations and
trends noted between the periods presented for these businesses.

The Company respectfully
refers the Staff to Note 1, Business, Basis of Presentation and Accounting Policies on pages 10 and 11 of the Company’s Condensed
Consolidated Financial Statements included in the Company’s Form 10-Q for the Quarterly Period Ended June 30, 2022, in which the
Company provides a discussion of the revenue streams included in Other income on a disaggregated basis. In addition, the Company respectfully
refers the Staff to our Key Performance Indicators table on page 61 of the Company’s Consolidated Financial Statements included
in the Company’s Form 10-K for the Fiscal Year Ended December 31, 2021, in which the Company discloses the gross revenue
for several entities on an annual basis.

The Company will revise
future filings to include additional tabular disclosure quantifying the revenues recognized by the significant businesses reflected in
Other income and provide explanations for any significant fluctuations. The Company respectfully refers the Staff to the section titled
“Other income” in Annex A attached to this letter, which shows proposed revisions to the Company’s disclosure for future
filings as applied to the Company’s disclosures in the filed Form 10-Q for the Quarterly Period Ended June 30, 2022.

      5

If you have any questions
regarding the responses contained in this letter, please do not hesitate to contact Brian Brown, Chief Accounting Officer, at (313) 482-9053
or Julie Booth, Chief Financial Officer, at (313) 373-7698.

  Sincerely,

  /s/ Julie Booth

  Julie Booth

  cc:
  Jay Farner

  Rocket Companies, Inc.

  John C. Kennedy

  Paul, Weiss, Rifkind, Wharton & Garrison LLP

  Christodoulos Kaoutzanis

  Paul, Weiss, Rifkind, Wharton & Garrison LLP

      6

      Annex A

Results of Operations for the Three and
Six Months Ended June 30, 2022 and 2021

Summary of Operations

Gain on sale of loans, net

The components of gain on sale of loans for the periods
presented were as follows:

    Three Months Ended

 June 30,

    Six Months Ended

 June 30,

    ($ in thousands)
    2022
    2021
    2022
    2021

    Net (loss) gain on sale of loans
    $ (448,270 )
    $ 1,704,139
    $ (573,864 )
    $ 4,291,569

    Fair value of originated MSRs
      459,473
      857,111
      1,256,088
      2,030,275

    (Provision for) benefit from investor reserves
      (9,846 )
      19,316
      (12,232 )
      13,969

    Fair value adjustment on loans held for sale and IRLCs
      258,075
      357,026
      (485,426 )
      (1,526,917 )

    Revaluation from forward commitments economically hedging loans held for sale and IRLCs
      547,406
      (596,103 )
      2,106,057
      1,085,035

    Gain on sale of loans, net
    $ 806,838
    $ 2,341,489
    $ 2,290,623
    $ 5,893,931

Three months ended June 30, 2022 summary

Gain on sale of loans, net was $806.8 million, a decrease
of $1.5 billion, or 65.5%, when compared to $2.3 billion for the same period in 2021.

Net (loss) gain
on sale of loans, which represents the premium received in excess of the UPB, plus net origination fees, decreased
$2.2 billion, or 126.3%, to $(448.3) million in the quarter, compared to $1.7 billion in 2021. The change was driven by a decrease in
mortgage loan origination volume of $49.2 billion, or 58.8% compared to 2021, as well as interest rates increases subsequent to
the time the loans were originated resulting in loans being sold at a loss. Net (loss) gain on sale of loans is partially
offset by the forward hedge commitments included in Revaluation from forward commitments economically hedging loans held for sale and
IRLCs. See below for additional explanation of that activity.

Fair value of
originated MSRs, which represents the estimated fair value of MSRs related to loans which we have sold and retained the right to service,
was $459.5 million, a decrease of $397.6 million, or 46.4%, as compared with $857.1 million in 2021. The decrease was primarily
due to a reduction in sold loan volume of $45.9 billion, or 58.1%, to $33.1 billion in 2022 from $79.0 billion in 2021.

The (Provision for) benefit from investor reserves
is related to the provision to establish our estimated liabilities associated with the potential repurchase or indemnity of purchasers
of loans previously sold due to representation and warranty claims by investors. The $29.2 million, or 151.0% decrease compared to 2021,
was primarily due to a decrease in the expected loss rates, which resulted in a benefit to our provision.

      7

      Annex A

Fair value adjustment on loans held for sale and IRLCs
decreased $99.0 million, or 27.7% compared to 2021. The decrease is driven by the decrease in mortgage loan origination volume.

Revaluation from forward commitments economically
hedging loans held for sale and IRLCs represents the gains or losses on our forward loan purchase commitments used to hedge the risk of
potential changes in the value of mortgage loans held for sale and IRLCs, increased by $1.1 billion, or 191.8% compared to 2021. The increase
is reflective of the increase in interest rates during the period, and partially offsets the decrease in Net
(loss) gain on sale of loans for the period as discussed above.

Six months ended June 30, 2022 summary

Gain on sale of loans, net was $2.3 bi

United States securities and exchange commission logo
September 13, 2022
Julie Booth
Chief Financial Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
Re:Rocket Companies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 10-Q for the Quarterly Period Ended June 30, 2022
File No. 001-39432
Dear Ms. Booth:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Reconciliation of Adjusted Net Income (Loss) to Net Income Attributable to Rocket Companies,
page 38
1.We note the Company’s adjustment to the provision for income tax of $636 for the three
months ended June 30, 2022 does not recalculate as the effective tax rate, as disclosed in
footnote (2) to your table, multiplied by the net income adjustment of $56,963.  Please
provide us with the calculation and an explanation of the basis for your adjustment to the
provision for income tax for the three months ended June 30, 2022.  In future filings,
please clarify in your disclosures the reason any material differences from these
adjustments to the Effective Income Tax Rate.

 FirstName LastNameJulie Booth
 Comapany NameRocket Companies, Inc.
 September 13, 2022 Page 2
 FirstName LastName
Julie Booth
Rocket Companies, Inc.
September 13, 2022
Page 2
Results of Operations for the Three and Six Months Ended June 30, 2022 and 2021
Gain on sale of loans, net, page 44
2.We note your tabular disclosure on page 44 providing a breakdown of the various
components that comprise the “Gain on sale of loans, net.”  We also note your related
discussion of the changes in this line in the aggregate, as well as the net (loss) gain on
sales of loans and fair value of MSRs components, on pages 45 and 46.  Please address the
following:
•In regard to your discussion of the change in net (loss) gain on sales of loans, tell us
and revise your future filings to describe the individual factors causing the change.
For example, explain whether amounts being received are less than the UPB or the
changes in origination fees have impacted the amounts recognized and/or how
changes in volume impacted amounts received during the interim periods presented
which resulted in the losses recognized in fiscal 2022 to date as compared to the gains
recognized in the interim periods of fiscal 2021;
•For each period presented, tell us and revise your future filings to provide a more
robust discussion of all significant components comprising the gain on sale of loans,
net (e.g., Fair value adjustment on loans held for sale and IRLCs, etc.).  Ensure your
response and revised disclosure provide a thorough discussion addressing the specific
factors which resulted in the positive fair value adjustment in some periods compared
to a negative fair value adjustment in other periods; and
•Provide a similar level of disaggregation and discussion regarding the gain on sale for
each of the Company’s operating segments on pages 48 to 50.
Other Income, page 47
3.Please provide us with and revise your future filings to include disclosure, in tabular
format, quantifying the revenues recognized by each of the identified businesses (e.g.,
Amrock, Rocket Homes, Rocket Auto, etc.), which are reflected as “other income” for
each of the periods presented. In addition, revise your discussion of changes in other
income on page 47 to quantify the specific impacts, fluctuations and trends noted between
the periods presented for these businesses.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameJulie Booth
 Comapany NameRocket Companies, Inc.
 September 13, 2022 Page 3
 FirstName LastName
Julie Booth
Rocket Companies, Inc.
September 13, 2022
Page 3
            You may contact Michael Henderson, Staff Accountant at 202-551-3364 or Marc
Thomas, Staff Accountant at 202-551-3452 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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ROCKET COMPANIES, INC.

1050 Woodward Avenue

Detroit, MI 48226

                                   August 3, 2020

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:   J. Nolan McWilliams
                    Attorney-Advisor
                    Division of Corporation Finance

Rocket Companies, Inc.

Registration Statement on

Form S-1 (File No. 333-239726)

Dear Mr. McWilliams:

On July 31, 2020, we submitted a request
pursuant to Rule 461 of the Securities Act of 1933, as amended, that the effective date of the above-captioned Registration
Statement on Form S-1 (the “S-1”) relating to the registration of 172,500,000 shares (including 22,500,000 shares
to cover over-allotments) of Class A common stock, par value $0.00001 per share, of Rocket Companies, Inc. (the “Company”)
be accelerated to August 4, 2020 at 3:00 p.m. E.S.T. or as soon thereafter as may be practicable. We hereby request that
the previously mentioned effective date be delayed to August 5, 2020 at 3:00 p.m. E.S.T. or as soon thereafter as may
be practicable.

We understand that the Staff will consider
this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they
relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact John C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.

 ******

  Very truly yours,

  By:
                                                       /s/ Angelo Vitale

                                                       Name:
                                                       Angelo Vitale

                                                       Title:
                                                       General Counsel and Secretary

[Signature
Page to Acceleration Request]

August 3, 2020

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	   Rocket Companies, Inc.
           Registration
Statement on

          Form S-1 (File No. 333-239726)

Dear Ladies and Gentlemen:

In connection with the proposed offering of the securities under
the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), we, as representatives
of the underwriters, joined Rocket Companies, Inc.’s request, made on July 31, 2020, that the effective date of
the Registration Statement be accelerated so that the same will become effective on August 4, 2020 at 3:00 p.m. E.S.T.,
or as soon as practicable thereafter. We hereby request that the previously mentioned effective date be delayed to August 5,
2020 at 3:00 p.m. E.S.T. or as soon thereafter as may be practicable.

The following is supplemental information supplied under Rule 418(a)(7) and
Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  July 28, 2020

    (ii)
    Dates of distribution:  July 28, 2020 – date hereof

    (iii)
    Number of prospective underwriters to whom the preliminary prospectus was furnished:  20

    (iv)
    Number of prospectuses so distributed:  approximately 3,270 copies

We, the undersigned, as representatives of the several underwriters,
will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Goldman Sachs & Co.
    LLC

    Morgan Stanley & Co.
    LLC

    Credit Suisse Securities (USA)
    LLC

    J.P. Morgan Securities LLC

    RBC Capital Markets, LLC

    GOLDMAN SACHS & CO.
    LLC

    By:
    /s/ Erich Bluhm

    Name: Erich Bluhm

    Title: Managing Director

    MORGAN STANLEY & CO.
    LLC

    By:
    /s/ Neil Guha

    Name: Neil Guha

    Title: Executive Director

    CREDIT SUISSE SECURITIES (USA)
    LLC

    By:
    /s/ John Kolz

    Name: John Kolz

    Title: Managing Director

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Michael Rhodes

    Name: Michael Rhodes

    Title: Vice President

    RBC CAPITAL MARKETS, LLC

    By:
    /s/ Amir Emami

    Name: Amir Emami

    Title: Director

[Signature Page to Underwriters’ Acceleration Request]

CORRESP
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ROCKET COMPANIES, INC.

1050 Woodward Avenue

Detroit, MI 48226

July 31, 2020

VIA
EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
     J. Nolan McWilliams

    Attorney-Advisor

    Division of Corporation Finance

Rocket Companies, Inc.

Registration Statement on

Form S-1 (File No. 333-239726)

Dear Mr. McWilliams:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”)
relating to the registration of 172,500,000 shares (including 22,500,000 shares to cover over-allotments) of Class A common stock,
par value $0.00001 per share, of Rocket Companies, Inc. (the “Company”) be accelerated to August 4, 2020 at 3:00 p.m.
E.S.T. or as soon thereafter as may be practicable.

We understand that the Staff will consider
this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they
relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact John C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.

    Very truly yours,

    By:
    /s/ Angelo Vitale

    Name:
    Angelo Vitale

    Title:
    General Counsel and Secretary

July 31, 2020

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Rocket Companies, Inc.

    Registration Statement on

    Form S-1 (File No. 333-239726)

Dear Ladies and Gentlemen:

In connection with the proposed offering of the securities under
the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), we wish to advise you that we,
as representatives of the underwriters, hereby join with Rocket Companies, Inc.’s request that the effective date of the
Registration Statement be accelerated so that the same will become effective on August 4, 2020 at 3:00 p.m. E.S.T., or as soon
as practicable thereafter.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  July 28, 2020

    (ii)
    Dates of distribution:  July 28, 2020 – date hereof

    (iii)
    Number of prospective underwriters to whom the preliminary prospectus was furnished:  20

    (iv)
    Number of prospectuses so distributed:  approximately
3,050 copies

We, the undersigned, as representatives of the several underwriters,
will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Goldman Sachs & Co. LLC

    Morgan Stanley & Co. LLC

    Credit Suisse Securities (USA)
    LLC

    J.P. Morgan Securities LLC

    RBC Capital Markets, LLC

    GOLDMAN SACHS & CO. LLC

    By:
    /s/
    Erich Bluhm

    Name:
    Erich Bluhm

    Title:
    Managing Director

    MORGAN STANLEY & CO. LLC

    By:
    /s/ Neil
    Guha

    Name:
    Neil Guha

    Title:
    Executive Director

    CREDIT SUISSE SECURITIES (USA)
    LLC

    By:
    /s/ John
    Kolz

    Name:
    John Kolz

    Title:
    Managing Director

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Michael
    Rhodes

    Name:
    Michael Rhodes

    Title:
    Vice President

    RBC CAPITAL MARKETS, LLC

    By:
    /s/ Amir
    Emami

    Name:
    Amir Emami

    Title:
    Director

[Signature Page
to Underwriters’ Acceleration Request]

CORRESP
1
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Paul, Weiss, Rifkind, Wharton &
Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 24, 2020

VIA EDGAR AND ELECTRONIC MAIL

CONFIDENTIAL

    Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: J. Nolan McWilliams
    FOIA Confidential Treatment Request

    Under 17 C.F.R. §200.83

 RE: Rocket Companies, Inc.

Registration Statement on Form S-1

Ladies and Gentlemen:

On behalf of our client, Rocket
Companies, Inc., a Delaware corporation (the “Company”), we hereby submit as Exhibit A hereto changed
pages to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) publicly
filed with the Securities and Exchange Commission (the “Commission”) on July 7, 2020, as amended on July 17,
2020 (File No. 333-239726), relating to the registration of the Company’s Class A common stock, par value
$0.00001 per share (the “Class A common stock”). The enclosed pages are marked to indicate changes from
the Registration Statement and include, among other things, a preliminary price range for the Company’s Class A
common stock, certain information previously left blank in the Registration Statement that is derived from such price range,
pro forma financial information and certain other changes. We also hereby enclose as Exhibit B hereto the draft of our
opinion as to the legality of the shares of the Company’s Class A common stock being registered. Additionally, on page 16 of the Registration Statement contained in Exhibit A of this letter, the Company is responding to the comments
received in a letter from the Staff of the Commission, dated July 21, 2020, regarding the Registration
Statement.

The Company respectfully requests
that the information contained in Exhibit A of this letter be treated as confidential information and that the Commission
provide timely notice to Angelo Vitale, General Counsel, Rocket Companies, Inc., 1050 Woodward Avenue, Detroit,
Michigan, 48226, telephone (313) 373-7556, before it permits any disclosure of the information contained in Exhibit A of this
letter.

CONFIDENTIAL TREATMENT REQUESTED

BY ROCKET COMPANIES, INC.

        2

Any questions or notifications with respect
to this letter should be directed to the undersigned at (212) 373-3025 or Christodoulos Kaoutzanis at (212) 373-3445.

    Very truly yours,

    /s/ John C. Kennedy

    John C. Kennedy

 cc: Christodoulos Kaoutzanis

Paul,
Weiss, Rifkind, Wharton & Garrison LLP

Jay Farner

Rocket Companies, Inc.

Julie Booth

Rocket Companies, Inc.

Michael Kaplan

Davis Polk & Wardwell LLP

CONFIDENTIAL TREATMENT REQUESTED

BY ROCKET COMPANIES, INC.

Exhibit A

See attached.

[***]

CONFIDENTIAL TREATMENT REQUESTED

BY ROCKET COMPANIES, INC.

Exhibit B

See attached.

CONFIDENTIAL TREATMENT REQUESTED

BY ROCKET COMPANIES, INC.

212-373-3000

212-757-3990

July [28], 2020

Rocket Companies, Inc.

1050 Woodward Avenue

Detroit, Michigan 48226

Rocket Companies, Inc.

Registration Statement on Form S-1

(Registration No. 333-239726)

Ladies and Gentlemen:

We have acted as special counsel to Rocket
Companies, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1,
as amended (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”).
You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement.
The Registration Statement relates to the registration under the Act of up to 172,500,000 shares (the “Shares”) of the Company’s
Class A common stock, par value $0.00001 per share (the “Common Stock”), that may be offered by the Company (including
shares issuable by the Company upon exercise of the underwriters’ over-allotment option).

    Rocket Companies, Inc.

 2

In connection with the furnishing of this
opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents
(collectively, the “Documents”):

(1)            the Registration Statement;

(2)            the
form of the Underwriting Agreement (the “Underwriting Agreement”), included as Exhibit 1.1 to the Registration
Statement;

(3)            the
form of the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 3.1 to the Registration
Statement (the “Amended and Restated Certificate of Incorporation”); and

(4)            the
form of the Amended and Restated By-laws of the Company, included as Exhibit 3.2 to the Registration Statement.

In addition, we have examined (i) such
corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as
amended, and by-laws, as amended, of the Company, certified by the Company as in effect on the date of this letter and copies of
resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (ii) such
other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below.
We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents
and upon certificates of public officials and the officers of the Company.

    Rocket Companies, Inc.

 3

In our examination of the documents referred
to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals
who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity
to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements
or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates,
records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed that the Amended
and Restated Certificate of Incorporation will be properly filed in the Secretary of State of the State of Delaware prior to the
issuance of the Shares.

Based upon the above, and subject to the stated
assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued, delivered and paid for as contemplated in the Registration Statement and in
accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to
the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect.

    Rocket Companies, Inc.

 4

We hereby consent to use of this opinion as
an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in
the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required by the Act or the Rules.

    Very truly yours,

    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

United States securities and exchange commission logo
July 21, 2020
Jay Farner
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
Re:Rocket Companies, Inc.
Registration Statement on Form S-1
Filed July 7, 2020
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 17, 2020
File No. 333-239726
Dear Mr. Farner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Preliminary Estimated Financial Results as of and for the Three Months and the Six Months
Ended June 30, 2020, page 16
1.Given the significant increases in net revenues and net income expected to be recognized
in the second quarter and in the interim six month period ending June 30, 2020, please
revise to provide a more granular discussion addressing the reasons for these increases.
2.Please also discuss whether and to what extent the trend of increasing revenues and net
income is expected to continue in future periods.

 FirstName LastNameJay Farner
 Comapany NameRocket Companies, Inc.
 July 21, 2020 Page 2
 FirstName LastName
Jay Farner
Rocket Companies, Inc.
July 21, 2020
Page 2
            You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or Marc
Thomas, Staff Accountant, at (202) 551-3452 if you have questions regarding comments on the
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-
Advisor, at (202) 551-3217 or Justin Dobbie, Legal Branch Chief, at (202) 551-3469 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John Kennedy, Esq.

CORRESP
1
filename1.htm

Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 7, 2020

VIA EDGAR AND FEDERAL EXPRESS

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams

Attorney-Advisor

Division of Corporation Finance

 Re: Rocket Companies, Inc.

Amendment No. 2 to

Draft Registration Statement on Form S-1

Submitted June 23, 2020

CIK No. 0001805284

Dear Mr. McWilliams:

We
are submitting this letter on behalf of Rocket Companies, Inc., a Delaware corporation (the “Company”), in response
to the comment received in a letter from the Staff of the Commission (the “Staff”), dated June 29, 2020
(the “Comment Letter”), regarding the Company’s Amendment No. 2 to the Draft Registration Statement on
Form S-1 of the Company (the “Draft Registration Statement”), confidentially submitted with the Securities and
Exchange Commission (the “Commission”) on June 23, 2020.

We hereby submit in electronic form the accompanying
Registration Statement on Form S–1 of the Company (the “Registration Statement”), together with Exhibits,
marked to indicate changes from the Draft Registration Statement. The Registration Statement reflects the Company’s response
to the comment received in the Comment Letter.

Certain capitalized terms
set forth in this letter are used as defined in the Registration Statement. For your convenience, we have set forth below the Staff’s
comment followed by the Company’s response thereto. References in the response to page numbers are to the marked version
of Registration Statement and to the prospectus included therein.

    2

The Company has asked us to convey the following
as its response to the Staff:

Description of Capital Stock, Choice of Forum, page
263

 1. You state that the federal district courts will be the exclusive forum for claims arising under the Securities Act. Please
state here and in the first full risk factor on page 85 that stockholders will not be deemed to have waived the company’s
compliance with the federal securities laws.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement in response to the Staff’s comment. Please see pages 85 and 265 of
the Registration Statement.

*        *        *

    3

If you have any questions regarding the Registration
Statement or the response contained in this letter, please do not hesitate to contact the undersigned at (212) 373-3025 or Christodoulos
Kaoutzanis at (212) 373-3445.

    Sincerely,

    /s/ John C. Kennedy

    John C. Kennedy

    cc:
    Christodoulos
    Kaoutzanis

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

    Jay Farner

     Rocket Companies, Inc.

    Julie Booth

    Rocket Companies, Inc.

United States securities and exchange commission logo
June 29, 2020
Jay Farner
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
Re:Rocket Companies, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted June 23, 2020
CIK No. 0001805284
Dear Mr. Farner:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted June 23, 2020
Description of Capital Stock
Choice of Forum, page 263
1.You state that the federal district courts will be the exclusive forum for claims arising
under the Securities Act.  Please state here and in the first full risk factor on page 85 that
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws.
            You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or Marc
Thomas, Staff Accountant, at (202) 551-3452 if you have questions regarding comments on the

 FirstName LastNameJay Farner
 Comapany NameRocket Companies, Inc.
 June 29, 2020 Page 2
 FirstName LastName
Jay Farner
Rocket Companies, Inc.
June 29, 2020
Page 2
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-
Advisor, at (202) 551-3217 or Justin Dobbie, Legal Branch Chief, at (202) 551-3469 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John Kennedy, Esq.

United States securities and exchange commission logo
June 1, 2020
Jay Farner
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
Re:Rocket Companies, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 13, 2020
CIK No. 0001805284
Dear Mr. Farner:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement of Form S-1
Company Overview, page 1
1.We note your response to our prior comment 1.  Please revise your disclosure on page 2 to
identify the source of the data that supports your statement that your are the largest retail
mortgage originator.
Recent Developments, page 14
2.We note your disclosure that as of April 30, 2020, you have accepted forbearance plans
for approximately 89,000 clients, which represents approximately 4.7% of your total
serviced client loans.  Please continue to update this and your related liquidity disclosure

 FirstName LastNameJay Farner
 Comapany NameRocket Companies, Inc.
 June 1, 2020 Page 2
 FirstName LastName
Jay Farner
Rocket Companies, Inc.
June 1, 2020
Page 2
as of the most recent practicable date.
Summary Results by segment for the years ended December 31, 2019, 2018 and 2017 , page 125
3.In regard, to the disclosures of the “funded loan gain on sale margin” for both Direct to
Consumer and Partner Network lending activities, please revise to discuss the significance
of this measure and the reasons for the changes between periods presented, as well as the
importance of this measure in comparison to the “gain on sale” margin disclosed on page
27 and elsewhere in the document.
            You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or Marc
Thomas, Staff Accountant, at (202) 551-3452 if you have questions regarding comments on the
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-
Advisor, at (202) 551-3217 or Justin Dobbie, Legal Branch Chief, at (202) 551-3469 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John Kennedy, Esq.

April 2, 2020
Jay Farner
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226
Re:Rocket Companies, Inc.
Draft Registration Statement on Form S-1
Submitted March 6, 2020
CIK No. 0001805284
Dear Mr. Farner:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Company Overview, page 1
1.Please provide us with the basis for your statement that you are the largest retail mortgage
originator, serving 7.0% of a $2.0 trillion annual market.
2.We note statements throughout the summary regarding your plans and expectations for
continued growth.  Please discuss in greater detail any additional funding needs you will
have to drive this growth and where you expect to source the funding.  Please also address
the fact that you do not intend to use any of the net proceeds of this offering to fund the
growth of your business.

 FirstName LastNameJay Farner
 Comapany NameRocket Companies, Inc.
 April 2, 2020 Page 2
 FirstName LastName
Jay Farner
Rocket Companies, Inc.
April 2, 2020
Page 2
Summary Historical and Pro Forma Condensed Combined Financial Data, page 23
3.Please revise to disclose the significance of the disclosure of the MSR fair value multiple.
In addition, disclose the weighted average annualized retained service fee in basis points
for both originated and purchased MSRs for each of the periods presented.
4.Please revise to address why the “change in the collection/realization of cash flows” is not
considered in the determination of adjusted revenue, given that an increase in this amount
is considered a reduction of revenue due to higher prepayment speeds, which occurred in
2019. In addition, address why these amounts are not considered in the determination of
adjusted net income and adjusted EBITDA.
5.Please revise to address, in the determination of “Adjusted EBITDA” the reasons for
adjusting for interest and amortization on non-funding debt and excluding interest on
funding facilities
6.Please revise to also disclose the "net revenues" recognized for each of the "Other Rocket
Companies" for the periods presented in order balance the presentation of gross revenues.
Risk Factors
We are subject to various legal actions that if decided adversely, page 39
7.Please place this risk factor in context by describing the “successful resolution” with the
Department of Justice referenced on pages 102, 110, and 114.
We will be controlled by RHI, page 65
8.Please place this risk factor in context by disclosing that RHI will continue to control the
outcome of matters submitted to stockholders as long as it owns at least 10% of your
issued and outstanding common stock.  We note your disclosure in the carryover
paragraph at the top of page 204.
Future sales of our Class A common stock, page 68
9.Please clarify, if true, that future issuances of Class B or Class D common stock may be
dilutive to Class A stockholders.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
101
10.Please revise to address how the CARES Act of 2020, as well as the recent Federal
Reserve and U.S. Treasury actions, will impact the Company’s loan servicing operations
and liquidity requirements as well as other aspects of the Company’s business.
Key Factors Affecting Results of Operations for Periods Presented, page 101
11.Refer to the last full paragraph on page 101.  Please discuss more specifically your beliefs
that you are “more nimble than [y]our competitors” and how this positions you to “act

 FirstName LastNameJay Farner
 Comapany NameRocket Companies, Inc.
 April 2, 2020 Page 3
 FirstName LastNameJay Farner
Rocket Companies, Inc.
April 2, 2020
Page 3
quickly in response to market changes.”
12.Please describe any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on revenue or results of
operations.  We note by way of example your disclosure that gain on sale margin has
decreased because of a shift in mix attributed to the Partner Network segment and the
fluctuations in estimated mortgage originations in 2020, 2021, and 2022 depicted in the
graph on page 142.  Refer to Item 303(a) of Regulation S-K and Section III.B.3. of
Release No. 33-8350.
Non-GAAP Financial Measures, page 103
13.Please revise to provide a specific and through discussion of each of the non-GAAP
measures disclosed to address the significance and importance of each measure; details on
how management utilizes the measures and provide a comparable GAAP measure.
Key Performance Indicators, page 106
14.Please revise to address how you utilize the key performance indicators in the evaluation
of your business operations.
15.Please revise to disclose the level of reverse mortgage activity for the fiscal periods of
2017 and 2018 in footnote (1).
16.We note that you include Rockethomes.com average unique monthly visits among the
company's key performance indicators.  Please revise to disclose how it is calculated and
discuss any material assumptions or limitations associated with the metric.
Gain on sale of loans, net, page 111
17.Please revise to address the individual impact each of the components identified in
footnote (2), had on the “gain on sale margin” during the comparative periods presented.
Loan servicing (loss) income, page 112
18.Please revise to address the changes in the discount rate between the periods presented
and the reasons for the changes.
19.Please revise to address the reasons for the increase in the weighted average service fee
rate during fiscal 2019. Please also revise to disclose the weighted average fees
recognized on originated MSRs, purchased MSRs as well as fee percentages recognized
on subservicing for the periods presented.
Expenses, page 118
20.Please revise to discuss and quantify the changes in client and average client acquisition
costs recognized during the periods presented. We note that these costs are impacted by
your various marketing capabilities, technology applications, and mortgage sources, as

 FirstName LastNameJay Farner
 Comapany NameRocket Companies, Inc.
 April 2, 2020 Page 4
 FirstName LastNameJay Farner
Rocket Companies, Inc.
April 2, 2020
Page 4
well as partner relationships in any given period.
Summary results by segment for the years ended December 31, 2019, 2018 and 2017, page 119
21.Please revise to clearly define “contribution margin” and address its significance and how
it is utilized by the Company.
Rocket Mortgage, page 133
22.Please briefly explain the reasons, for the last five years, for year-over-year fluctuations in
Rocket Mortgage origination volume and market share.  Refer to the graph on page 135.
Rock Connections, page 140
23.Please briefly substantiate that Rock Connections has a “proven track record of
strengthening brand reputations and driving value. . . .”
Digital First Brand and Marketing, page 149
24.Please place the graph on page 150 in context by briefly discussing the reasons for the
decreasing rate of year-over-year growth in client leads.
Market Demographics Will Drive Growth, page 160
25.Refer to the graph on page 161.  Please describe the significance of site visits to
originations through your direct to consumer and partner network segments and how the
number of site visits is meaningful to investors. Please also discuss how site visits is
calculated and any limitations or assumptions associated with this metric.
Description of Capital Stock
Conversion, Transferability and Exchange, page 204
26.Please clarify whether there are any “sunset” provisions that limit the lifespan of the Class
B or Class D stock, other than those described here.
Choice of Forum, page 208
27.You state that the exclusive forum provision will not apply to claims under the federal
securities law.  Please confirm that this will be explicitly stated in your certificate of
incorporation or, alternatively, tell us how you plan in future filings to make investors
aware that the provision is not applicable to these claims.
Combined Statements of Income and Comprehensive Income, page F-4
28.Please revise to provide pro forma tax and earnings per share data (i.e. two class method)
on the face of the historical financial statements given the planned reorganization
transactions and conversion to a C Corporation.  We reference section 3410.1 of the
Division of Corporation Finance Financial Reporting Manual.

 FirstName LastNameJay Farner
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 April 2, 2020 Page 5
 FirstName LastName
Jay Farner
Rocket Companies, Inc.
April 2, 2020
Page 5
Notes to Combined Financial Statements
Note 1. Business, Basis of Presentation, and Accounting Policies
Revenue Recognition, page F-9
29.Please address the differences between the gross revenues recognized for Core Media as
disclosed on pages 25 and 139 to the online consumer acquisition revenues disclosed on
page F-9 for the periods presented.
Note 7. Transactions with Related Parties, page F-27
30.Please revise to ensure that all loans to related parties, as disclosed on pages 199-200 are
appropriately reflected in the related party footnote disclosures.
8. Leases, page F-29
31.Please revise to disclose the basis and terms and conditions on which your variable lease
payments are determined.
14. Minimum Net Worth Requirements, page F-39
32.Please revise to include the requirements of AC 948-10-50-3c as well as the significant
servicing covenants required by 948-10-50-5.
Combined Financial Statements
16. Segments, page F-42
33.Please revise to disclose segment assets in accordance with ASC 280-10-50-30c as well as
separately identified significant reconciling items in accordance with ASC 280-10-50-31.
Exhibits
34.Please file your licence agreement with Intuit as an exhibit to the registration statement or
tell us why you are not required to do so.  Please also tell us whether you intend to update
your exhibit index and file any other material contracts, including any of your loan
funding facilities, as exhibits to the registration statement.

 FirstName LastNameJay Farner
 Comapany NameRocket Companies, Inc.
 April 2, 2020 Page 6
 FirstName LastName
Jay Farner
Rocket Companies, Inc.
April 2, 2020
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            You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or Marc
Thomas, Staff Accountant, at (202) 551-3452 if you have questions regarding comments on the
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-
Advisor, at (202) 551-3217 or Justin Dobbie, Legal Branch Chief, at (202) 551-3469 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John Kennedy