UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: September 25, 2020

(Date of earliest event reported)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On September 25, 2020 (the “Closing Date”), Quicken Loans, LLC (the “Company”), a Michigan limited liability company and wholly-owned subsidiary of Rocket Companies, Inc., as Seller, entered into a Master Repurchase Agreement (the “Master Repurchase Agreement”) with Barclays Bank PLC, as Buyer (the “Buyer”). The Master Repurchase Agreement provides for committed financing of $750.0 million and uncommitted financing of $750.0 million for the origination of conventional and GSE-eligible mortgage loans. The maturity date of the Master Repurchase Agreement is September 24, 2021. Borrowings under the Master Repurchase Agreement accrue interest at rates per annum calculated as the one-month LIBOR plus an applicable margin (determined based on the type of mortgage loans originated by each borrowing).

The Master Repurchase Agreement contains certain customary events of default, including in the event of a change of control, and certain covenants and restrictions that, among other things, require the Company to deliver specified financial reports; and cure any margin deficit; as well as limit the Company’s ability to pay dividends on or make distributions in respect of its capital stock if an event of default has occurred and is continuing; consolidate, merge, sell, or otherwise dispose of all or substantially all of its assets; and enter into certain transactions with its affiliates. The Company is also subject to certain financial maintenance covenants under the Master Repurchase Agreement, which require the Company to not exceed a specified ratio of total debt to tangible net worth at the end of each calendar month, and to maintain certain minimum pre-tax net income, liquidity and tangible net worth requirements. Additionally, the Master Repurchase Agreement provides that the Company is required to cure any margin deficit at the request of the Buyer.

If the Company fails to perform its obligations under these and other covenants, or should any event of default occur, the financing of mortgage loans under the Master Repurchase Agreement may be terminated and any outstanding loans, together with accrued interest, under the Master Repurchase Agreement could be declared immediately due and payable.

The foregoing description of the Master Repurchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Master Repurchase Agreement, a copy of which will be filed with the quarterly report on Form 10-Q of Rocket Companies, Inc.

Following the execution of the Master Repurchase Agreement, as of September 25, 2020, the total funding capacity of Rocket Companies, Inc., including pursuant to all master repurchase agreements, early funding facilities, unsecured lines of credit, MSR lines of credit and early buy out facilities, was $27.50 billion. This figure compares with $22.28 billion and $19.13 billion as of June 30, 2020 and December 31, 2019, respectively.

The information contained in Item 1.01 above is hereby incorporated in this Item 2.03 by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 30, 2020