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| | | | | 152 | | | |
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| | | | | 156 | | | |
| | | | | 156 | | | |
| | | | | 156 | | | |
| | | | | 156 | | | |
| | | | | 158 | | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | |
| | |
Rocket Class A
Common Stock |
| |
Redfin
Common Stock |
| |
Implied Per Share
Value of Merger Consideration |
| |||||||||
March 7, 2025
|
| | | $ | 15.77 | | | | | $ | 5.82 | | | | | $ | 12.50 | | |
April 30, 2025
|
| | | $ | 12.91 | | | | | $ | 9.51 | | | | | $ | 10.23 | | |
| | |
FY2025
|
| |
FY2026
|
| |
FY2027
|
| |
FY2028
|
| |
FY2029
|
| |
FY2030
|
| |
FY2031
|
| |
FY2032
|
| |
FY2033
|
| |
FY2034
|
| |
FY2035
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 1,097 | | | | | $ | 1,219 | | | | | $ | 1,468 | | | | | $ | 1,634 | | | | | $ | 1,818 | | | | | $ | 2,018 | | | | | $ | 2,220 | | | | | $ | 2,420 | | | | | $ | 2,614 | | | | | $ | 2,771 | | | | | $ | 2,937 | | |
Gross Profit
|
| | | | 398 | | | | | | 471 | | | | | | 577 | | | | | | 654 | | | | | | 741 | | | | | | 823 | | | | | | 905 | | | | | | 987 | | | | | | 1,066 | | | | | | 1,130 | | | | | | 1,198 | | |
Non-GAAP EBITDA(1)
|
| | | | 11 | | | | | | 95 | | | | | | 181 | | | | | | 237 | | | | | | 303 | | | | | | 380 | | | | | | 466 | | | | | | 561 | | | | | | 662 | | | | | | 762 | | | | | | 808 | | |
Unlevered Free Cash Flow(2)
|
| | | | (67) | | | | | | 14 | | | | | | 80 | | | | | | 123 | | | | | | 173 | | | | | | 227 | | | | | | 288 | | | | | | 356 | | | | | | 430 | | | | | | 503 | | | | | | 534 | | |
Name
|
| |
Position
|
|
Glenn Kelman | | | Chief Executive Officer | |
Chris Nielsen | | | Chief Financial Officer | |
Bridget Frey | | | Chief Technology Officer | |
Anthony Kappus | | | Chief of Legal Affairs and Digital Revenue | |
Christian Taubman | | | Chief Growth Officer | |
Anna Stevens | | | Chief Human Resources Officer | |
Jason Aleem* | | | Chief of Real Estate Services | |
Name
|
| | | |
David Lissy | | | | |
Robert Bass | | | | |
Julie Bornstein | | | | |
Kerry D. Chandler | | | | |
Austin Ligon | | | | |
Brad Singer | | | | |
James Slavet | | | | |
Selina Tobaccowala | | | | |
| | |
Redfin Stock
Options |
| |
Redfin RSUs
|
| |
Redfin PSUs
|
| |||||||||||||||||||||
Name
|
| |
Vested
Redfin Options (#) |
| |
Vested
Redfin RSUs (#)* |
| |
Unvested
Redfin RSUs (#) |
| |
Vested
Redfin PSU (#) |
| |
Unvested
Redfin PSUs (#) |
| |||||||||||||||
Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Glenn Kelman
|
| | | | 802,824 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chris Nielsen
|
| | | | 249,999 | | | | | | — | | | | | | 96,375 | | | | | | — | | | | | | 273,073 | | |
Bridget Frey
|
| | | | 167,781 | | | | | | — | | | | | | 92,095 | | | | | | — | | | | | | 273,073 | | |
Anthony Kappus
|
| | | | 38,143 | | | | | | — | | | | | | 74,917 | | | | | | — | | | | | | 218,457 | | |
Christian Taubman
|
| | | | — | | | | | | — | | | | | | 90,755 | | | | | | — | | | | | | 273,466 | | |
Anna Stevens
|
| | | | — | | | | | | — | | | | | | 74,807 | | | | | | — | | | | | | 272,402 | | |
Jason Aleem
|
| | | | — | | | | | | — | | | | | | 64,628 | | | | | | — | | | | | | 170,109 | | |
Non-Employee Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David Lissy
|
| | | | — | | | | | | 44,795 | | | | | | 29,275 | | | | | | — | | | | | | — | | |
Robert Bass
|
| | | | 66,666 | | | | | | — | | | | | | 25,423 | | | | | | — | | | | | | — | | |
Julie Bornstein
|
| | | | 20,000 | | | | | | — | | | | | | 25,423 | | | | | | — | | | | | | — | | |
Kerry D. Chandler
|
| | | | — | | | | | | — | | | | | | 25,423 | | | | | | — | | | | | | — | | |
Austin Ligon
|
| | | | 37,567 | | | | | | 26,062 | | | | | | 25,423 | | | | | | — | | | | | | — | | |
Brad Singer
|
| | | | — | | | | | | 16,819 | | | | | | 25,423 | | | | | | — | | | | | | — | | |
James Slavet
|
| | | | — | | | | | | 3,767 | | | | | | 25,423 | | | | | | — | | | | | | — | | |
Selina Tobaccowala
|
| | | | — | | | | | | — | | | | | | 25,423 | | | | | | — | | | | | | — | | |
Name
|
| |
Cash ($)(1)
|
| |
Equity
Awards ($)(2) |
| |
Health
Insurance Premiums ($)(3) |
| |
Total ($)
|
| ||||||||||||
Glenn Kelman
|
| | | | 150,000 | | | | | | — | | | | | | 5,906 | | | | | | 155,906 | | |
Chris Nielsen
|
| | | | 360,000 | | | | | | 3,896,200 | | | | | | 18,155 | | | | | | 4,274,355 | | |
Bridget Frey
|
| | | | 225,000 | | | | | | 3,851,063 | | | | | | 11,346 | | | | | | 4,087,409 | | |
Anthony Kappus
|
| | | | 435,000 | | | | | | 3,093,929 | | | | | | 18,155 | | | | | | 3,547,084 | | |
Christian Taubman
|
| | | | 225,000 | | | | | | 3,841,081 | | | | | | 16,754 | | | | | | 4,082,835 | | |
Name
|
| |
Base
Salary Severance ($) |
| |
Transaction
Bonus ($) |
| |
Total ($)
|
| |||||||||
Glenn Kelman
|
| | | | 150,000 | | | | | | — | | | | | | 150,000 | | |
Chris Nielsen
|
| | | | 250,000 | | | | | | 110,000 | | | | | | 360,000 | | |
Bridget Frey
|
| | | | 225,000 | | | | | | — | | | | | | 225,000 | | |
Anthony Kappus
|
| | | | 220,000 | | | | | | 215,000 | | | | | | 435,000 | | |
Christian Taubman
|
| | | | 225,000 | | | | | | — | | | | | | 225,000 | | |
Name
|
| |
Estimated
Value of Accelerating Unvested Redfin RSUs ($) |
| |
Estimated
Value of Accelerating Unvested Redfin PSUs ($) |
| |
Total ($)
|
| |||||||||
Glenn Kelman
|
| | | | — | | | | | | — | | | | | | — | | |
Chris Nielsen
|
| | | | 1,016,371 | | | | | | 2,879,829 | | | | | | 3,896,200 | | |
Bridget Frey
|
| | | | 971,234 | | | | | | 2,879,829 | | | | | | 3,851,063 | | |
Anthony Kappus
|
| | | | 790,075 | | | | | | 2,303,854 | | | | | | 3,093,929 | | |
Christian Taubman
|
| | | | 957,102 | | | | | | 2,883,979 | | | | | | 3,841,081 | | |
| | |
Rocket
Reclassified (Note 3) |
| |
Up-C
Collapse |
| |
(Note 2)
|
| |
Rocket Pro
Forma for Up-C Collapse |
| |
Redfin
Reclassified (Note 3) |
| |
Redfin
Transaction Accounting Adjustments |
| |
(Note 5)
|
| |
Rocket
Pro Forma Adjusted for Redfin Merger |
| |
Mr. Cooper
Reclassified (Note 6) |
| |
Mr. Cooper
Transaction Accounting Adjustments |
| |
(Note 8)
|
| |
Mr. Cooper
Financing Adjustments |
| |
(Note 9)
|
| |
Rocket
Pro Forma Combined |
| ||||||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 1,272,853 | | | | | $ | (117,773) | | | |
(a)(b)
|
| | | $ | 1,155,080 | | | | | $ | 124,743 | | | | | $ | (266,575) | | | |
(a)(b)
|
| | |
$
|
1,013,248
|
| | | | $ | 753,394 | | | | | $ | (5,321,271) | | | |
(a)(b)
|
| | | $ | 4,888,075 | | | |
(a)
|
| | | $ | 1,333,446 | | |
Restricted cash
|
| | | | 16,468 | | | | | | — | | | | | | | | | 16,468 | | | | | | 229 | | | | | | — | | | | | | | | | 16,697 | | | | | | 219,465 | | | | | | — | | | | | | | | | — | | | | | | | | | 236,162 | | |
Mortgage loans held for sale, at fair value
|
| | | | 9,020,176 | | | | | | — | | | | | | | | | 9,020,176 | | | | | | 152,426 | | | | | | — | | | | | | | | | 9,172,602 | | | | | | 2,211,160 | | | | | | — | | | | | | | | | — | | | | | | | | | 11,383,762 | | |
Interest rate lock commitments (“IRLCs”), at fair value
|
| | | | 103,101 | | | | | | — | | | | | | | | | 103,101 | | | | | | 3,961 | | | | | | — | | | | | | | | | 107,062 | | | | | | 27,768 | | | | | | — | | | | | | | | | — | | | | | | | | | 134,830 | | |
Mortgage servicing rights (“MSRs”), at fair value
|
| | | | 7,633,371 | | | | | | — | | | | | | | | | 7,633,371 | | | | | | 2,736 | | | | | | — | | | | | | | | | 7,636,107 | | | | | | 11,736,472 | | | | | | — | | | | | | | | | — | | | | | | | | | 19,372,579 | | |
Notes receivable and due from affiliates
|
| | | | 14,245 | | | | | | 1,092 | | | |
(a)
|
| | | | 15,337 | | | | | | — | | | | | | — | | | | | | | | | 15,337 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 15,337 | | |
Property and equipment, net
|
| | | | 213,848 | | | | | | 139 | | | |
(a)
|
| | | | 213,987 | | | | | | 41,302 | | | | | | — | | | | | | | | | 255,289 | | | | | | 58,128 | | | | | | — | | | | | | | | | — | | | | | | | | | 313,417 | | |
Deferred tax asset, net
|
| | | | 521,824 | | | | | | (521,824) | | | |
(c)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 230,179 | | | | | | (230,179) | | | |
(f)
|
| | | | — | | | | | | | | | — | | |
Lease right of use assets
|
| | | | 281,770 | | | | | | — | | | | | | | | | 281,770 | | | | | | 23,713 | | | | | | — | | | | | | | | | 305,483 | | | | | | 43,934 | | | | | | — | | | | | | | | | — | | | | | | | | | 349,417 | | |
Forward commitments, at fair value
|
| | | | 89,332 | | | | | | — | | | | | | | | | 89,332 | | | | | | 462 | | | | | | — | | | | | | | | | 89,794 | | | | | | 18,658 | | | | | | — | | | | | | | | | — | | | | | | | | | 108,452 | | |
Loans subject to repurchase right
from Ginnie Mae |
| | | | 2,785,146 | | | | | | — | | | | | | | | | 2,785,146 | | | | | | — | | | | | | — | | | | | | | | | 2,785,146 | | | | | | 1,176,120 | | | | | | — | | | | | | | | | — | | | | | | | | | 3,961,266 | | |
Goodwill and intangible assets, net
|
| | | | 1,227,517 | | | | | | — | | | | | | | | | 1,227,517 | | | | | | 560,892 | | | | | | 1,401,659 | | | |
(c)(d)
|
| | | | 3,190,068 | | | | | | 260,211 | | | | | | 5,264,397 | | | |
(c)(d)
|
| | | | — | | | | | | | | | 8,714,676 | | |
Other assets
|
| | | | 1,330,412 | | | | | | 12,121 | | | |
(a)(c)
|
| | | | 1,342,533 | | | | | | 101,993 | | | | | | — | | | | | | | | | 1,444,526 | | | | | | 2,203,753 | | | | | | — | | | | | | | | | — | | | | | | | | | 3,648,279 | | |
Total assets
|
| | | $ | 24,510,063 | | | | | $ | (626,245) | | | | | | | | $ | 23,883,818 | | | | | $ | 1,012,457 | | | | | $ | 1,135,084 | | | | | | | | $ | 26,031,359 | | | | | $ | 18,939,242 | | | | | $ | (287,053) | | | | | | | | $ | 4,888,075 | | | | | | | | $ | 49,571,623 | | |
Liabilities and equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Funding facilities
|
| | | $ | 6,708,186 | | | | | $ | — | | | | | | | | $ | 6,708,186 | | | | | $ | 146,629 | | | | | $ | — | | | | | | | | $ | 6,854,815 | | | | | $ | 1,899,129 | | | | | $ | — | | | | | | | | $ | — | | | | | | | | $ | 8,753,944 | | |
Other financing facilities and debt:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Senior Notes, net
|
| | | | 4,038,926 | | | | | | — | | | | | | | | | 4,038,926 | | | | | | 572,207 | | | | | | (61,901) | | | |
(e)
|
| | | | 4,549,232 | | | | | | 4,890,673 | | | | | | (4,890,673) | | | |
(a)
|
| | | | 4,888,075 | | | |
(a)
|
| | | | 9,437,307 | | |
MSR and Advance facilities, net
|
| | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 4,482,943 | | | | | | — | | | | | | | | | — | | | | | | | | | 4,482,943 | | |
Early buy out facility
|
| | | | 92,949 | | | | | | — | | | | | | | | | 92,949 | | | | | | — | | | | | | — | | | | | | | | | 92,949 | | | | | | 112,443 | | | | | | — | | | | | | | | | — | | | | | | | | | 205,392 | | |
Term loan debt
|
| | | | — | | | | | | — | | | | | | | | | — | | | | | | 243,344 | | | | | | (243,344) | | | |
(a)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | — | | |
Notes payable and due to affiliates
|
| | | | 31,280 | | | | | | 14 | | | |
(a)
|
| | | | 31,294 | | | | | | — | | | | | | — | | | | | | | | | 31,294 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 31,294 | | |
MSR related liabilities – nonrecourse at fair value
|
| | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 418,495 | | | | | | — | | | | | | | | | — | | | | | | | | | 418,495 | | |
Accounts payable
|
| | | | 181,713 | | | | | | 111 | | | |
(a)
|
| | | | 181,824 | | | | | | 17,004 | | | | | | — | | | | | | | | | 198,828 | | | | | | 129,233 | | | | | | — | | | | | | | | | — | | | | | | | | | 328,061 | | |
Lease liabilities
|
| | | | 319,296 | | | | | | — | | | | | | | | | 319,296 | | | | | | 32,717 | | | | | | — | | | | | | | | | 352,013 | | | | | | 56,889 | | | | | | — | | | | | | | | | — | | | | | | | | | 408,902 | | |
Forward commitments, at fair value
|
| | | | 11,209 | | | | | | — | | | | | | | | | 11,209 | | | | | | 873 | | | | | | — | | | | | | | | | 12,082 | | | | | | 153,527 | | | | | | — | | | | | | | | | — | | | | | | | | | 165,609 | | |
Investor reserves
|
| | | | 99,998 | | | | | | — | | | | | | | | | 99,998 | | | | | | 2,408 | | | | | | — | | | | | | | | | 102,406 | | | | | | 59,771 | | | | | | — | | | | | | | | | — | | | | | | | | | 162,177 | | |
Tax receivable agreement
liability |
| | | | 581,183 | | | | | | (15,601) | | | |
(d)
|
| | | | 565,582 | | | | | | — | | | | | | 6,461 | | | |
(f)
|
| | | | 572,043 | | | | | | — | | | | | | (1,600) | | | |
(e)
|
| | | | — | | | | | | | | | 570,443 | | |
Loans subject to repurchase right
from Ginnie Mae |
| | | | 2,785,146 | | | | | | — | | | | | | | | | 2,785,146 | | | | | | — | | | | | | — | | | | | | | | | 2,785,146 | | | | | | 1,176,120 | | | | | | — | | | | | | | | | — | | | | | | | | | 3,961,266 | | |
Deferred tax liability, net
|
| | | | 17,445 | | | | | | 758,633 | | | |
(c)
|
| | | | 776,078 | | | | | | 672 | | | | | | (22,190) | | | |
(f)(g)
|
| | | | 754,560 | | | | | | — | | | | | | 123,023 | | | |
(e)(f)
|
| | | | — | | | | | | | | | 877,583 | | |
Other liabilities
|
| | | | 599,352 | | | | | | 34,480 | | | |
(a)(e)(f)
|
| | | | 633,832 | | | | | | 79,271 | | | | | | 22,980 | | | |
(h)
|
| | | | 736,083 | | | | | | 746,898 | | | | | | (54,715) | | | |
(a)(g)
|
| | | | — | | | | | | | | | 1,428,266 | | |
Total liabilities
|
| | | $ | 15,466,683 | | | | | $ | 777,637 | | | | | | | | $ | 16,244,320 | | | | | $ | 1,095,125 | | | | | $ | (297,994) | | | | | | | | $ | 17,041,451 | | | | | $ | 14,126,121 | | | | | $ | (4,823,965) | | | | | | | | $ | 4,888,075 | | | | | | | | $ | 31,231,682 | | |
Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock
|
| | | $ | 1 | | | | | $ | — | | | | | | | | $ | 1 | | | | | $ | 126 | | | | | $ | (125) | | | |
(i)
|
| | | $ | 2 | | | | | $ | 1,058 | | | | | $ | (1,051) | | | |
(h)
|
| | | $ | — | | | | | | | | $ | 9 | | |
Class B common stock
|
| | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | — | | |
Class C common stock
|
| | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | — | | |
Class D common stock
|
| | | | 19 | | | | | | (19) | | | |
(h)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | — | | |
Class L common stock
|
| | | | — | | | | | | 19 | | | |
(h)
|
| | | | 19 | | | | | | — | | | | | | — | | | | | | | | | 19 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 19 | | |
Additional paid-in-capital
|
| | | | 389,695 | | | | | | 7,064,631 | | | |
(h)
|
| | | | 7,454,326 | | | | | | 905,506 | | | | | | 480,102 | | | |
(i)
|
| | | | 8,839,934 | | | | | | 1,077,384 | | | | | | 8,315,945 | | | |
(h)
|
| | | | — | | | | | | | | | 18,233,263 | | |
Retained earnings
|
| | | | 312,834 | | | | | | (127,206) | | | |
(h)
|
| | | | 185,628 | | | | | | (988,134) | | | | | | 952,935 | | | |
(i)
|
| | | | 150,429 | | | | | | 3,734,679 | | | | | | (3,777,982) | | | |
(h)
|
| | | | — | | | | | | | | | 107,126 | | |
Accumulated other comprehensive
income (loss) |
| | | | (48) | | | | | | — | | | | | | | | | (48) | | | | | | (166) | | | | | | 166 | | | |
(i)
|
| | | | (48) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | |
(48)
|
| |||
Non-controlling interest
|
| | | | 8,340,879 | | | | | | (8,341,307) | | | |
(g)
|
| | | | (428) | | | | | | — | | | | | | — | | | | | | | | | (428) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | |
(428)
|
| |||
Total equity
|
| | | | 9,043,380 | | | | | | (1,403,882) | | | | | | | | | 7,639,498 | | | | | | (82,668) | | | | | | 1,433,078 | | | | | | | | | 8,989,908 | | | | | | 4,813,121 | | | | | | 4,536,912 | | | | | | | | | — | | | | | | | | | 18,339,941 | | |
Total liabilities and equity
|
| | | $ | 24,510,063 | | | | | $ | (626,245) | | | | | | | | $ | 23,883,818 | | | | | $ | 1,012,457 | | | | | $ | 1,135,084 | | | | | | | | $ | 26,031,359 | | | | | $ | 18,939,242 | | | | | $ | (287,053) | | | | | | | | $ | 4,888,075 | | | | | | | | $ | 49,571,623 | | |
| | |
Rocket
Reclassified (Note 3) |
| |
Up-C
Collapse |
| |
(Note 2)
|
| |
Rocket
Pro Forma for Up-C Collapse |
| |
Redfin
Reclassified (Note 3) |
| |
Redfin
Transaction Accounting Adjustments |
| |
(Note 5)
|
| |
Rocket
Pro Forma Adjusted for Redfin Merger |
| |
Mr. Cooper
Reclassified (Note 6) |
| |
Mr. Cooper
Transaction Accounting Adjustments |
| |
(Note 8)
|
| |
Mr. Cooper
Financing Adjustments |
| |
(Note 9)
|
| |
Rocket
Pro Forma Combined |
| ||||||||||||||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on sale of loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on sale of loans excluding fair value of MSRs, net
|
| | | $ | 1,682,697 | | | | | $ | — | | | | | | | | $ | 1,682,697 | | | | | $ | 102,363 | | | | | $ | — | | | | | | | | $ | 1,785,060 | | | | | $ | 64,585 | | | | | $ | — | | | | | | | | $ | — | | | | | | | | $ | 1,849,645 | | |
Fair value of originated MSRs
|
| | | | 1,330,216 | | | | | | — | | | | | | | | | 1,330,216 | | | | | | 26,489 | | | | | | — | | | | | | | | | 1,356,705 | | | | | | 458,998 | | | | | | — | | | | | | | | | — | | | | | | | | | 1,815,703 | | |
Gain on sale of loans, net
|
| | | | 3,012,913 | | | | | | — | | | | | | | | | 3,012,913 | | | | | | 128,852 | | | | | | — | | | | | | | | | 3,141,765 | | | | | | 523,583 | | | | | | — | | | | | | | | | — | | | | | | | | | 3,665,348 | | |
Loan servicing income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Servicing fee income
|
| | | | 1,462,173 | | | | | | — | | | | | | | | | 1,462,173 | | | | | | 2,146 | | | | | | — | | | | | | | | | 1,464,319 | | | | | | 2,475,426 | | | | | | — | | | | | | | | | — | | | | | | | | | 3,939,745 | | |
Change in fair value of MSRs
|
| | | | (578,681) | | | | | | — | | | | | | | | | (578,681) | | | | | | (2,375) | | | | | | — | | | | | | | | | (581,056) | | | | | | (842,030) | | | | | | — | | | | | | | | | — | | | | | | |
(1,423,086)
|
| |||
Loan servicing income,
net |
| | | | 883,492 | | | | | | — | | | | | | | | | 883,492 | | | | | | (229) | | | | | | — | | | | | | | | | 883,263 | | | | | | 1,633,396 | | | | | | — | | | | | | | | | — | | | | | | | | | 2,516,659 | | |
Interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 413,159 | | | | | | — | | | | | | | | | 413,159 | | | | | | 10,980 | | | | | | — | | | | | | | | | 424,139 | | | | | | 102,047 | | | | | | — | | | | | | | | | — | | | | | | | | | 526,186 | | |
Interest expense on funding facilities
|
| | | | (315,593) | | | | | | — | | | | | | | | | (315,593) | | | | | | (11,226) | | | | | | — | | | | | | | | | (326,819) | | | | | | (84,475) | | | | | | — | | | | | | | | | — | | | | | | |
(411,294)
|
| |||
Interest income, net
|
| | | | 97,566 | | | | | | — | | | | | | | | | 97,566 | | | | | | (246) | | | | | | — | | | | | | | | | 97,320 | | | | | | 17,572 | | | | | | — | | | | | | | | | — | | | | | | | | | 114,892 | | |
Other income
|
| | | | 1,106,827 | | | | | | 6,513 | | | |
(a)
|
| | | | 1,113,340 | | | | | | 910,193 | | | | | | — | | | | | | | | | 2,023,533 | | | | | | 793,189 | | | | | | — | | | | | | | | | — | | | | | | | | | 2,816,722 | | |
Total revenue, net
|
| | | | 5,100,798 | | | | | | 6,513 | | | | | | | | | 5,107,311 | | | | | | 1,038,570 | | | | | | — | | | | | | | | | 6,145,881 | | | | | | 2,967,740 | | | | | | — | | | | | | | | | — | | | | | | | | | 9,113,621 | | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries, commissions, and team member benefits
|
| | | | 2,261,245 | | | | | | 4,113 | | | |
(a)
|
| | | | 2,265,358 | | | | | | 768,938 | | | | | | (22,726) | | | |
(j)
|
| | | | 3,011,570 | | | | | | 771,164 | | | | | | 42,643 | | | |
(i)
|
| | | | — | | | | | | | | | 3,825,377 | | |
General and administrative expenses
|
| | | | 893,154 | | | | | | 11,190 | | | |
(a)(f)
|
| | | | 904,344 | | | | | | 237,267 | | | | | | 22,980 | | | |
(h)
|
| | | | 1,164,591 | | | | | | 465,219 | | | | | | 45,982 | | | |
(g)
|
| | | | — | | | | | | | | | 1,675,792 | | |
Marketing and advertising expenses
|
| | | | 824,042 | | | | | | 40 | | | |
(a)
|
| | | | 824,082 | | | | | | 119,816 | | | | | | — | | | | | | | | | 943,898 | | | | | | 39,002 | | | | | | — | | | | | | | | | — | | | | | | | | | 982,900 | | |
Depreciation and amortization
|
| | | | 112,917 | | | | | | 59 | | | |
(a)
|
| | | | 112,976 | | | | | | 42,834 | | | | | | 139,295 | | | |
(d)
|
| | | | 295,105 | | | | | | 43,550 | | | | | | 257,793 | | | |
(d)
|
| | | | — | | | | | | | | | 596,448 | | |
Interest and amortization expense on non-funding debt
|
| | | | 153,637 | | | | | | — | | | | | | | | | 153,637 | | | | | | 27,707 | | | | | | 12,708 | | | |
(e)
|
| | | | 194,052 | | | | | | 641,934 | | | | | | (281,761) | | | |
(a)
|
| | | | 505,490 | | | |
(b)
|
| | | | 1,059,715 | | |
Other expenses
|
| | | | 187,751 | | | | | | (15,601) | | | |
(d)
|
| | | | 172,150 | | | | | | 7,339 | | | | | | 6,461 | | | |
(f)
|
| | | | 185,950 | | | | | | 105,706 | | | | | | (1,600) | | | |
(e)
|
| | | | — | | | | | | | | | 290,056 | | |
Total expenses
|
| | | | 4,432,746 | | | | | | (199) | | | | | | | | | 4,432,547 | | | | | | 1,203,901 | | | | | | 158,718 | | | | | | | | | 5,795,166 | | | | | | 2,066,575 | | | | | | 63,057 | | | | | | | | | 505,490 | | | | | | | | | 8,430,288 | | |
Income (loss) before income
taxes |
| | | | 668,052 | | | | | | 6,712 | | | | | | | | | 674,764 | | | | | | (165,331) | | | | | | (158,718) | | | | | | | | | 350,715 | | | | | | 901,165 | | | | | | (63,057) | | | | | | | | | (505,490) | | | | | | | | | 683,333 | | |
(Provision for) benefit from
income taxes |
| | | | (32,224) | | | | | | (129,720) | | | |
(i)
|
| | | | (161,944) | | | | | | 530 | | | | | | 71,484 | | | |
(f)(k)
|
| | | | (89,930) | | | | | | (232,065) | | | | | | 31,998 | | | |
(e)(j)
|
| | | | 121,317 | | | |
(c)
|
| |
(168,680)
|
| |||
Net income (loss)
|
| | | | 635,828 | | | | | | (123,008) | | | | | | | | | 512,820 | | | | | | (164,801) | | | | | | (87,234) | | | | | | | | | 260,785 | | | | | | 669,100 | | | | | | (31,059) | | | | | | | | | (384,173) | | | | | | | | | 514,653 | | |
Net (income) loss attributable to non-controlling interest
|
| | | | (606,458) | | | | | | 607,509 | | | |
(g)
|
| | | | 1,051 | | | | | | — | | | | | | — | | | | | | | | | 1,051 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 1,051 | | |
Net income (loss) attributable to Rocket Companies
|
| | | $ | 29,370 | | | | | $ | 484,501 | | | | | | | | $ | 513,871 | | | | | $ | (164,801) | | | | | $ | (87,234) | | | | | | | | $ | 261,836 | | | | | $ | 669,100 | | | | | $ | (31,059) | | | | | | | | $ | (384,173) | | | | | | | | $ | 515,704 | | |
Earnings (loss) per share of Class A common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Note (10)
|
| |||
Basic
|
| | | $ | 0.21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.13 | | |
Diluted
|
| | | $ | 0.21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.13 | | |
Weighted average shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 141,037,083 | | | | | | 1,848,879,483 | | | | | | | | | | | | | | | | | | | | | 101,283,994 | | | | | | | | | | | | | | | | | | | | | 703,817,103 | | | | | | | | | | | | | | | | | | 2,795,017,663 | | |
Diluted
|
| | | | 141,037,083 | | | | | | 1,857,291,757 | | | | | | | | | | | | | | | | | | | | | 107,130,424 | | | | | | | | | | | | | | | | | | | | | 716,805,278 | | | | | | | | | | | | | | | | | | 2,822,264,542 | | |
| | |
Additional
paid-in capital |
| |
Retained
earnings |
| |
Non-controlling
interest |
|
Pro forma Up-C Collapse adjustments: | | | | | | | | | | |
(a)
Consolidation of net assets and operations of the Retained Entities
|
| |
$ 2,024
|
| |
$ —
|
| |
$ —
|
|
(b)
Special Dividend payment
|
| |
—
|
| |
(120,120)
|
| |
—
|
|
(c)
Reversal of the DTA and recognition of DTL
|
| |
(1,278,700)
|
| |
10,080
|
| |
—
|
|
(d)
Change in the TRA liability
|
| |
—
|
| |
15,601
|
| |
—
|
|
(e)
Dividend equivalents payable to holders of unvested RSUs
|
| |
—
|
| |
(24,102)
|
| |
—
|
|
(f)
Expected non-recurring acquisition-related transaction costs
|
| |
—
|
| |
(8,665)
|
| |
—
|
|
(g)
Elimination of non-controlling interest(1)
|
| |
8,341,307
|
| |
—
|
| |
(8,341,307)
|
|
Net pro forma transaction accounting adjustments to Equity:
|
| |
$7,064,631
|
| |
$(127,206)
|
| |
$(8,341,307)
|
|
Redfin Historical Balance Sheet Line Items
|
| |
Redfin
Historical as of December 31, 2024 |
| |
Reclassification
|
| |
Rocket Historical Balance Sheet Line Items(1)
|
| |
Reclassification
|
| |
Redfin
Reclassified as of December 31, 2024 |
| ||||||||||||
Cash and cash equivalents
|
| | | $ | 124,743 | | | | | | — | | | |
Cash and cash equivalents
|
| | | | | | | | | $ | 124,743 | | |
Restricted cash
|
| | | | 229 | | | | | | — | | | |
Restricted cash
|
| | | | | | | | | | 229 | | |
Accounts receivable, net of allowance for credit losses
|
| | | | 48,730 | | | | | | (48,730) | | | |
Mortgage loans held for sale, at fair value
|
| | | | | | | | | | 152,426 | | |
Loans held for sale
|
| | | | 152,426 | | | | | | — | | | |
IRLCs, at fair value
|
| | | | | | | | | | 3,961 | | |
Prepaid expenses
|
| | | | 26,853 | | | | | | (26,853) | | | |
Other current assets
|
| | | | 3,961 | | | | | | | | |
Other current assets
|
| | | | 22,457 | | | | | | (22,457) | | | |
MSRs, at fair value
|
| | | | | | | | | | 2,736 | | |
Total current assets
|
| | | | 375,438 | | | | | | — | | | |
Property and equipment, net
|
| | | | | | | | | | 41,302 | | |
Property and equipment, net
|
| | | | 41,302 | | | | | | — | | | |
Lease right of use assets
|
| | | | | | | | | | 23,713 | | |
Right-of-use assets, net
|
| | | | 23,713 | | | | | | — | | | |
Forward commitments, at fair value
|
| | | | | | | | | | 462 | | |
MSRs, at fair value
|
| | | | 2,736 | | | | | | — | | | |
Other current assets
|
| | | | 462 | | | | | | | | |
Goodwill
|
| | | | 461,349 | | | | | | — | | | |
Goodwill and intangible assets, net
|
| | | | | | | | | | 560,892 | | |
Intangible assets, net
|
| | | | 99,543 | | | | | | — | | | |
Goodwill
|
| | | | 461,349 | | | | | | | | |
Other assets, noncurrent
|
| | | | 8,376 | | | | | | (8,376) | | | |
Intangible assets, net
|
| | | | 99,543 | | | | | | | | |
Total assets
|
| | | | 1,012,457 | | | | | | — | | | |
Other assets
|
| | | | | | | | | | 101,993 | | |
Accounts payable
|
| | | | 16,847 | | | | | | — | | | |
Accounts receivable, net of allowances for credit losses
|
| | | | 48,730 | | | | | | | | |
Accrued and other liabilities
|
| | | | 82,709 | | | | | | (82,709) | | | |
Other current assets
|
| | | | 18,034 | | | | | | | | |
Warehouse credit facilities
|
| | | | 146,629 | | | | | | (146,629) | | | |
Prepaid expenses
|
| | | | 26,853 | | | | | | | | |
Convertible senior notes, net
|
| | | | 73,516 | | | | | | (73,516) | | | |
Other assets, noncurrent
|
| | | | 8,376 | | | | | | | | |
Lease liabilities
|
| | | | 12,862 | | | | | | (12,862) | | | |
Total assets
|
| | | | | | | | | | 1,012,457 | | |
Total current liabilities
|
| | | | 332,563 | | | | | | — | | | |
Funding facilities
|
| | | | | | | | | | 146,629 | | |
Lease liabilities, noncurrent
|
| | | | 19,855 | | | | | | (19,855) | | | |
Warehouse credit facilities
|
| | | | 146,629 | | | | | | | | |
Convertible senior notes, net, noncurrent
|
| | | | 498,691 | | | | | | (498,691) | | | |
Senior notes, net
|
| | | | | | | | | | 572,207 | | |
Term loan
|
| | | | 243,344 | | | | | | — | | | |
Convertible senior notes, net
|
| | | | 73,516 | | | | | | | | |
Deferred tax liabilities
|
| | | | 672 | | | | | | — | | | |
Convertible senior notes, net, noncurrent
|
| | | | 498,691 | | | | | | | | |
Total liabilities
|
| | | $ | 1,095,125 | | | | | | — | | | |
Term loan debt
|
| | | | | | | | | | 243,344 | | |
| | | | | | | | | | | | | | |
Accounts payable
|
| | | | | | | | | | 17,004 | | |
| | | | | | | | | | | | | | |
Accounts payable
|
| | | | 16,847 | | | | | | | | |
| | | | | | | | | | | | | | |
Accrued and other liabilities
|
| | | | 157 | | | | | | | | |
| | | | | | | | | | | | | | |
Lease liabilities
|
| | | | | | | | | | 32,717 | | |
| | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 12,862 | | | | | | | | |
| | | | | | | | | | | | | | |
Lease liabilities, noncurrent
|
| | | | 19,855 | | | | | | | | |
| | | | | | | | | | | | | | |
Forward commitments, at fair value
|
| | | | | | | | | | 873 | | |
| | | | | | | | | | | | | | |
Accrued and other liabilities
|
| | | | 873 | | | | | | | | |
| | | | | | | | | | | | | | |
Investor reserves
|
| | | | | | | | | | 2,408 | | |
| | | | | | | | | | | | | | |
Accrued and other liabilities
|
| | | | 2,408 | | | | | | | | |
| | | | | | | | | | | | | | |
Deferred tax liability, net
|
| | | | | | | | | | 672 | | |
| | | | | | | | | | | | | | |
Other liabilities
|
| | | | | | | | | | 79,271 | | |
| | | | | | | | | | | | | | |
Accrued and other liabilities
|
| | | | 79,271 | | | | | | | | |
| | | | | | | | | | | | | | |
Total liabilities
|
| | | | | | | | | $ | 1,095,125 | | |
Redfin Historical Statement of
Loss Line Items |
| |
Redfin
Historical for the Year Ended December 31, 2024 |
| |
Reclassification
|
| |
Rocket Historical Statement of
Income Line Items(1) |
| |
Reclassification
|
| |
Redfin
Reclassified for the Year Ended December 31, 2024 |
| ||||||||||||
Revenue
|
| | | $ | 1,042,979 | | | | | | (1,042,979) | | | |
Gain on sale of loans excluding fair value of MSRs, net
|
| | | | | | | | | $ | 102,363 | | |
Cost of revenue
|
| | | | 678,778 | | | | | | (678,778) | | | |
Revenue
|
| | | | 102,363 | | | | | | | | |
Technology and development
|
| | | | 163,927 | | | | | | (163,927) | | | |
Fair value of originated MSRs
|
| | | | | | | | | | 26,489 | | |
Marketing
|
| | | | 114,481 | | | | | | (114,481) | | | |
Revenue
|
| | | | 26,489 | | | | | | | | |
General and administrative
|
| | | | 235,364 | | | | | | (235,364) | | | |
Servicing fee income
|
| | | | | | | | | | 2,146 | | |
Restructuring and reorganization
|
| | | | 5,684 | | | | | | (5,684) | | | |
Revenue
|
| | | | 2,146 | | | | | | | | |
Interest income
|
| | | | 6,348 | | | | | | (6,348) | | | |
Change in fair value of MSRs
|
| | | | | | | |
(2,375)
|
| |||
Interest expense
|
| | | | (27,780) | | | | | | 27,780 | | | |
Revenue
|
| | | | (2,375) | | | | | | | | |
Income tax benefit
|
| | | | 530 | | | | | | — | | | |
Interest income
|
| | | | | | | | | | 10,980 | | |
Gain on extinguishment of convertible senior notes
|
| | | | 12,000 | | | | | | (12,000) | | | |
Revenue
|
| | | | 10,980 | | | | | | | | |
Other expense, net
|
| | | | (644) | | | | | | 644 | | | |
Interest expense on funding
facilities |
| | | | | | | |
(11,226)
|
| |||
Net loss
|
| | | $ | (164,801) | | | | | | — | | | |
Cost of revenue
|
| | | | (11,226) | | | | | | | | |
| | | | | | | | | | | | | | |
Other income
|
| | | | | | | | | | 910,193 | | |
| | | | | | | | | | | | | | |
Revenue
|
| | | | 903,784 | | | | | | | | |
| | | | | | | | | | | | | | |
Interest income
|
| | | | 6,348 | | | | | | | | |
| | | | | | | | | | | | | | |
Other expense, net
|
| | | | 61 | | | | | | | | |
| | | | | | | | | | | | | | |
Salaries, commissions, and team member benefits
|
| | | | | | | | | | 768,938 | | |
| | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 498,761 | | | | | | | | |
| | | | | | | | | | | | | | |
Technology and development
|
| | | | 107,224 | | | | | | | | |
| | | | | | | | | | | | | | |
Marketing
|
| | | | 24,150 | | | | | | | | |
| | | | | | | | | | | | | | |
General and administrative
|
| | | | 133,141 | | | | | | | | |
| | | | | | | | | | | | | | |
Restructuring and reorganization
|
| | | | 5,662 | | | | | | | | |
| | | | | | | | | | | | | | |
General and administrative
expenses |
| | | | | | | | | | 237,267 | | |
| | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 117,312 | | | | | | | | |
| | | | | | | | | | | | | | |
Technology and development
|
| | | | 37,364 | | | | | | | | |
| | | | | | | | | | | | | | |
Marketing
|
| | | | 5,225 | | | | | | | | |
Redfin Historical Statement of
Loss Line Items |
| |
Redfin
Historical for the Year Ended December 31, 2024 |
| |
Reclassification
|
| |
Rocket Historical Statement of
Income Line Items(1) |
| |
Reclassification
|
| |
Redfin
Reclassified for the Year Ended December 31, 2024 |
| ||||||
| | | | | | | | |
General and administrative
|
| | | | 77,344 | | | | | | | | |
| | | | | | | | |
Restructuring and reorganization
|
| | | | 22 | | | | | | | | |
| | | | | | | | |
Marketing and advertising expenses
|
| | | | | | | | | | 119,816 | | |
| | | | | | | | |
Cost of revenue
|
| | | | 33,775 | | | | | | | | |
| | | | | | | | |
Technology and development
|
| | | | 89 | | | | | | | | |
| | | | | | | | |
Marketing
|
| | | | 84,859 | | | | | | | | |
| | | | | | | | |
General and administrative
|
| | | | 1,093 | | | | | | | | |
| | | | | | | | |
Depreciation and amortization
|
| | | | | | | | | | 42,834 | | |
| | | | | | | | |
Cost of revenue
|
| | | | 2,814 | | | | | | | | |
| | | | | | | | |
Technology and development
|
| | | | 19,250 | | | | | | | | |
| | | | | | | | |
Marketing
|
| | | | 233 | | | | | | | | |
| | | | | | | | |
General and administrative
|
| | | | 20,537 | | | | | | | | |
| | | | | | | | |
Interest and amortization expense on
non-funding debt |
| | | | | | | | | | 27,707 | | |
| | | | | | | | |
Interest expense
|
| | | | 27,707 | | | | | | | | |
| | | | | | | | |
Other expenses
|
| | | | | | | | | | 7,339 | | |
| | | | | | | | |
Revenue
|
| | | | 408 | | | | | | | | |
| | | | | | | | |
Cost of revenue
|
| | | | 14,890 | | | | | | | | |
| | | | | | | | |
Marketing
|
| | | | 14 | | | | | | | | |
| | | | | | | | |
General and administrative
|
| | | | 3,249 | | | | | | | | |
| | | | | | | | |
Interest expense
|
| | | | 73 | | | | | | | | |
| | | | | | | | |
Gain on extinguishment of convertible senior notes
|
| | | | (12,000) | | | | | | | | |
| | | | | | | | |
Other expense, net
|
| | | | 705 | | | | | | | | |
| | | | | | | | |
(Provision for) benefit from income taxes
|
| | | | | | | | | | 530 | | |
| | | | | | | | |
Net loss
|
| | | | | | | |
$(164,801)
|
|
| | |
Amount
|
| |||
Estimated fair value of Rocket Class A common stock to be issued to Redfin
stockholders(i) |
| | | $ | 1,332,897 | | |
Estimated fair value of converted Redfin equity awards attributable to pre-combination service(ii)
|
| | | | 52,712 | | |
Cash paid to pay off term loan, accrued interest, and prepayment premium(iii)
|
| | | | 249,975 | | |
Estimated Redfin acquisition-related transaction costs to be paid by Rocket(iv)
|
| | | | 16,600 | | |
Preliminary estimated merger consideration
|
| | | $ | 1,652,184 | | |
| | |
Stock Price
|
| |
Total Estimated
Consideration |
| |
Change
|
| ||||||
10% increase
|
| | | $ | 14.48 | | | | | $ | 1,790,745 | | | |
$ 138,561
|
|
10% decrease
|
| | | $ | 11.84 | | | | | $ | 1,513,623 | | | |
$(138,561)
|
|
| | |
Amount
|
|
Estimated Merger Consideration:
|
| |
$1,652,184
|
|
Cash and cash equivalents
|
| |
124,743
|
|
Restricted cash
|
| |
229
|
|
Mortgage loans held for sale, at fair value
|
| |
152,426
|
|
IRLCs, at fair value
|
| |
3,961
|
|
MSRs, at fair value
|
| |
2,736
|
|
Property and equipment, net
|
| |
41,302
|
|
Lease right of use assets
|
| |
23,713
|
|
Forward commitments, at fair value
|
| |
462
|
|
Intangible assets, net(i)
|
| |
815,000
|
|
Other assets
|
| |
101,993
|
|
Funding facilities
|
| |
146,629
|
|
Senior notes, net
|
| |
510,306
|
|
Accounts payable
|
| |
17,004
|
|
Lease liabilities
|
| |
32,717
|
|
Forward commitments, at fair value
|
| |
873
|
|
Investor reserves
|
| |
2,408
|
|
Deferred tax liability, net(ii)
|
| |
(27,276)
|
|
Other liabilities
|
| |
79,271
|
|
Net tangible assets acquired (excluding goodwill)
|
| |
504,633
|
|
Goodwill
|
| |
1,147,551
|
|
Total net assets acquired
|
| |
$1,652,184
|
|
| | |
Preliminary
Fair Value |
| |
Estimated Useful
Life (years) |
| ||||||
Preliminary fair value of intangible assets acquired: | | | | | | | | | | | | | |
Trade names and trademarks
|
| | | $ | 300,000 | | | | | | 5 | | |
Customer relationships
|
| | | | 240,000 | | | | | | 7 | | |
Developed technology
|
| | | | 275,000 | | | | | | 4 | | |
Intangible assets acquired
|
| | | $ | 815,000 | | | | | | | | |
| | |
For the Year Ended
December 31, 2024 |
| |||
Pro forma transaction accounting adjustments: | | | | | | | |
Removal of historical Redfin amortization of intangible assets
|
| | | $ | (23,741) | | |
Amortization of intangible assets
|
| | | | 163,036 | | |
Net pro forma transaction accounting adjustment to Depreciation and amortization
|
| | | $ | 139,295 | | |
| | |
For the Year Ended
December 31, 2024 |
| |||
Pro forma transaction accounting adjustments: | | | | | | | |
Removal of historical interest expense(1)
|
| | | $ | (27,707) | | |
Pro forma interest expense
|
| | | | 40,415 | | |
Net pro forma transaction accounting adjustment to Interest and amortization expense on non-funding debt
|
| | | $ | 12,708 | | |
| | |
Class A
common stock |
| |
Additional
paid-in capital |
| |
Retained
earnings |
| |
Accumulated
other comprehensive loss |
| ||||||||||||
Pro forma transaction accounting adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
Elimination of Redfin’s historical equity
|
| | | $ | (126) | | | | | $ | (905,506) | | | | | $ | 988,134 | | | | | $ | 166 | | |
Rocket Class A common stock issued to Redfin stockholders – See Note 4
|
| | | | 1 | | | | | | 1,332,896 | | | | | | — | | | | | | — | | |
Estimated fair value attributed to pre-combination vesting of equity awards – See Note 4
|
| | | | — | | | | | | 52,712 | | | | | | — | | | | | | — | | |
Estimated acquisition-related transaction costs – See Note 5(h)
|
| | | | — | | | | | | — | | | | | | (22,980) | | | | | | — | | |
Change in Rocket’s TRA liability and deferred tax liability – See Note 5(f)
|
| | | | — | | | | | | — | | | | | | (12,219) | | | | | | — | | |
Net pro forma transaction accounting adjustments
to Equity |
| | | $ | (125) | | | | | $ | 480,102 | | | | | $ | 952,935 | | | | | $ | 166 | | |
| | |
For the Year Ended
December 31, 2024 |
| |||
Pro forma transaction accounting adjustments: | | | | | | | |
Removal of historical Redfin stock-based compensation expense
|
| | | $ | (71,159) | | |
Record annualized stock-based compensation expense from replacement
awards |
| | | | 48,433 | | |
Net pro forma transaction accounting adjustment to Salaries, commissions, and
team member benefits |
| | | $ | (22,726) | | |
Mr. Cooper Historical Balance
Sheet Line Items |
| |
Mr. Cooper
Historical Balances as of December 31, 2024 |
| |
Reclassification
|
| |
Rocket Historical Balance
Sheet Line Items(1) |
| |
Reclassification
|
| |
Mr. Cooper
Reclassified as of December 31, 2024 |
| ||||||||||||
Cash and cash equivalents
|
| | | $ | 753,394 | | | | | | — | | | |
Cash and cash equivalents
|
| | | | | | | | | $ | 753,394 | | |
Restricted cash
|
| | | | 219,465 | | | | | | — | | | |
Restricted cash
|
| | | | | | | | | | 219,465 | | |
Mortgage servicing rights at fair value
|
| | | | 11,736,472 | | | | | | — | | | |
Mortgage loans held for sale, at fair value
|
| | | | | | | | | | 2,211,160 | | |
Advances and other receivables, net of reserves
|
| | | | 1,344,552 | | | | | | (1,344,552) | | | |
Interest rate lock commitments (“IRLCs”), at fair value
|
| | | | | | | | | | 27,768 | | |
Mortgage loans held for sale at fair value
|
| | | | 2,211,160 | | | | | | — | | | |
Other assets
|
| | | | 27,768 | | | | | | | | |
Property and equipment, net of accumulated depreciation
|
| | | | 58,128 | | | | | | — | | | |
Mortgage servicing rights (“MSRs”),
at fair value |
| | | | | | | | | | 11,736,472 | | |
Deferred tax assets, net
|
| | | | 230,179 | | | | | | — | | | |
Property and equipment, net
|
| | | | | | | | | | 58,128 | | |
Other assets
|
| | | | 2,385,892 | | | | | | (2,385,892) | | | |
Deferred tax asset, net
|
| | | | | | | | | | 230,179 | | |
Total assets
|
| | | | 18,939,242 | | | | | | — | | | |
Lease right of use assets
|
| | | | | | | | | | 43,934 | | |
Unsecured senior notes, net
|
| | | | 4,890,673 | | | | | | — | | | |
Other assets
|
| | | | 43,934 | | | | | | | | |
Advance, warehouse and MSR facilities, net
|
| | | | 6,494,515 | | | | | | (6,494,515) | | | |
Forward commitments, at fair value
|
| | | | | | | | | | 18,658 | | |
Payables and other liabilities
|
| | | | 2,322,438 | | | | | | (2,322,438) | | | |
Other assets
|
| | | | 18,658 | | | | | | | | |
MSR related liabilities – nonrecourse at fair value
|
| | | | 418,495 | | | | | | — | | | |
Loans subject to repurchase right from Ginnie Mae (asset)
|
| | | | | | | | | | 1,176,120 | | |
Total liabilities
|
| | | $ | 14,126,121 | | | | | | — | | | |
Other assets
|
| | | | 1,176,120 | | | | | | | | |
| | | | | | | | | | | | | | |
Goodwill and intangible assets, net
|
| | | | | | | | | | 260,211 | | |
| | | | | | | | | | | | | | |
Other assets
|
| | | | 260,211 | | | | | | | | |
| | | | | | | | | | | | | | |
Other assets
|
| | | | | | | | | | 2,203,753 | | |
| | | | | | | | | | | | | | |
Advances and other receivables, net of reserves
|
| | | | 1,344,552 | | | | | | | | |
| | | | | | | | | | | | | | |
Other assets
|
| | | | 859,201 | | | | | | | | |
| | | | | | | | | | | | | | |
Total assets
|
| | | | | | | | | | 18,939,242 | | |
| | | | | | | | | | | | | | |
Funding facilities
|
| | | | | | | | | | 1,899,129 | | |
| | | | | | | | | | | | | | |
Advance, warehouse and MSR facilities, net
|
| | | | 1,899,129 | | | | | | | | |
| | | | | | | | | | | | | | |
Senior notes, net
|
| | | | | | | | | | 4,890,673 | | |
| | | | | | | | | | | | | | |
MSRs and Advance facilities, net
|
| | | | | | | | | | 4,482,943 | | |
| | | | | | | | | | | | | | |
Advance, warehouse and MSR facilities, net
|
| | | | 4,482,943 | | | | | | | | |
| | | | | | | | | | | | | | |
Early buy out facility
|
| | | | | | | | | | 112,443 | | |
Mr. Cooper Historical Balance
Sheet Line Items |
| |
Mr. Cooper
Historical Balances as of December 31, 2024 |
| |
Reclassification
|
| |
Rocket Historical Balance
Sheet Line Items(1) |
| |
Reclassification
|
| |
Mr. Cooper
Reclassified as of December 31, 2024 |
| ||||||
| | | | | | | | |
Advance, warehouse and MSR facilities, net
|
| | | | 112,443 | | | | | | | | |
| | | | | | | | |
MSR related liabilities – nonrecourse
at fair value |
| | | | | | | | | | 418,495 | | |
| | | | | | | | |
Accounts payable
|
| | | | | | | | | | 129,233 | | |
| | | | | | | | |
Payables and other liabilities
|
| | | | 129,233 | | | | | | | | |
| | | | | | | | |
Lease liabilities
|
| | | | | | | | | | 56,889 | | |
| | | | | | | | |
Payables and other liabilities
|
| | | | 56,889 | | | | | | | | |
| | | | | | | | |
Forward commitments, at fair value
|
| | | | | | | | | | 153,527 | | |
| | | | | | | | |
Payables and other liabilities
|
| | | | 153,527 | | | | | | | | |
| | | | | | | | |
Investor reserves
|
| | | | | | | | | | 59,771 | | |
| | | | | | | | |
Payables and other liabilities
|
| | | | 59,771 | | | | | | | | |
| | | | | | | | |
Loans subject to repurchase right from Ginnie Mae (liabilities)
|
| | | | | | | | | | 1,176,120 | | |
| | | | | | | | |
Payables and other liabilities
|
| | | | 1,176,120 | | | | | | | | |
| | | | | | | | |
Other liabilities
|
| | | | | | | | | | 746,898 | | |
| | | | | | | | |
Payables and other liabilities
|
| | | | 746,898 | | | | | | | | |
| | | | | | | | |
Total liabilities
|
| | | | | | | | | $ | 14,126,121 | | |
Mr. Cooper Historical Statement of
Operations Line Items |
| |
Mr. Cooper
Historical for the Year Ended December 31, 2024 |
| |
Reclassification
|
| |
Rocket Historical Statement of
Income Line Items(1) |
| |
Reclassification
|
| |
Mr. Cooper
Reclassified for the Year Ended December 31, 2024 |
| ||||||||||||
Service related, net
|
| | | $ | 1,788,183 | | | | | | (1,788,183) | | | |
Gain on sale of loans excluding fair value of MSRs, net
|
| | | | | | | | | $ | 64,585 | | |
Net gain on mortgage loans held for
sale |
| | | | 437,344 | | | | | | (437,344) | | | |
Service related, net
|
| | | | 86,239 | | | | | | | | |
Salaries, wages and benefits
|
| | | | 694,722 | | | | | | — | | | |
Net gain on mortgage loans held for sale
|
| | | | (21,654) | | | | | | | | |
General and administrative
|
| | | | 624,213 | | | | | | (624,213) | | | |
Fair value of originated MSRs
|
| | | | | | | | | | 458,998 | | |
Interest income
|
| | | | 789,738 | | | | | | (789,738) | | | |
Net gain on mortgage loans held for sale
|
| | | | 458,998 | | | | | | | | |
Interest expense
|
| | | | (776,478) | | | | | | 776,478 | | | |
Servicing fee income
|
| | | | | | | | | | 2,475,426 | | |
Other income (expense), net
|
| | | | (18,687) | | | | | | 18,687 | | | |
Service related, net
|
| | | | 2,475,426 | | | | | | | | |
Income tax expense
|
| | | | 232,065 | | | | | | — | | | |
Change in fair value of MSRs
|
| | | | | | | |
(842,030)
|
| |||
Net income
|
| | | $ | 669,100 | | | | | | — | | | |
Service related, net
|
| | | | (842,030) | | | | | | | | |
| | | | | | | | | | | | | | |
Interest income
|
| | | | | | | | | | 102,047 | | |
| | | | | | | | | | | | | | |
Interest income
|
| | | | 102,047 | | | | | | | | |
| | | | | | | | | | | | | | |
Interest expense on funding
facilities |
| | | | | | | |
(84,475)
|
| |||
| | | | | | | | | | | | | | |
Interest expense
|
| | | | (84,475) | | | | | | | | |
| | | | | | | | | | | | | | |
Other income
|
| | | | | | | | | | 793,189 | | |
| | | | | | | | | | | | | | |
Service related, net
|
| | | | 68,548 | | | | | | | | |
| | | | | | | | | | | | | | |
Interest income
|
| | | | 722,832 | | | | | | | | |
| | | | | | | | | | | | | | |
Other income (expense), net
|
| | | | 1,809 | | | | | | | | |
| | | | | | | | | | | | | | |
Salaries, commissions, and team member benefits
|
| | | | | | | | | | 771,164 | | |
| | | | | | | | | | | | | | |
Salaries, wages and benefits
|
| | | | 694,722 | | | | | | | | |
| | | | | | | | | | | | | | |
General and administrative
|
| | | | 76,442 | | | | | | | | |
| | | | | | | | | | | | | | |
General and administrative
expenses |
| | | | | | | | | | 465,219 | | |
| | | | | | | | | | | | | | |
General and administrative
|
| | | | 465,219 | | | | | | | | |
| | | | | | | | | | | | | | |
Marketing and advertising expenses
|
| | | | | | | | | | 39,002 | | |
| | | | | | | | | | | | | | |
General and administrative
|
| | | | 39,002 | | | | | | | | |
| | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | | | | | | | 43,550 | | |
| | | | | | | | | | | | | | |
General and administrative
|
| | | | 43,550 | | | | | | | | |
| | | | | | | | | | | | | | |
Interest and amortization expense on
non-funding debt(2) |
| | | | | | | | | | 641,934 | | |
| | | | | | | | | | | | | | |
Interest expense
|
| | | | 641,934 | | | | | | | | |
Mr. Cooper Historical Statement of
Operations Line Items |
| |
Mr. Cooper
Historical for the Year Ended December 31, 2024 |
| |
Reclassification
|
| |
Rocket Historical Statement of
Income Line Items(1) |
| |
Reclassification
|
| |
Mr. Cooper
Reclassified for the Year Ended December 31, 2024 |
| ||||||
| | | | | | | | |
Other expenses
|
| | | | | | | | | | 105,706 | | |
| | | | | | | | |
Interest income
|
| | | | 35,141 | | | | | | | | |
| | | | | | | | |
Interest expense
|
| | | | 50,069 | | | | | | | | |
| | | | | | | | |
Other income (expense), net
|
| | | | 20,496 | | | | | | | | |
| | | | | | | | |
(Provision for) benefit from income taxes
|
| | | | | | | |
(232,065)
|
| |||
| | | | | | | | |
Net income
|
| | | | | | | | | $ | 669,100 | | |
| | |
Amount
|
| |||
Estimated fair value of Rocket Class A common stock to be issued to Mr. Cooper stockholders(i)
|
| | | $ | 9,262,233 | | |
Estimated fair value of converted Mr. Cooper equity awards attributable to pre-combination
service(ii) |
| | | | 131,103 | | |
Cash paid to pay off the Mr. Cooper Notes, accrued interest, and prepayment premium(iii)
|
| | | | 5,100,197 | | |
Estimated Mr. Cooper acquisition-related transaction costs to be paid by Rocket(iv)
|
| | | | 93,107 | | |
Preliminary estimated merger consideration
|
| | | $ | 14,586,640 | | |
| | |
Stock Price
|
| |
Total Estimated
Consideration |
| |
Change
|
| ||||||
10% increase
|
| | | $ | 14.48 | | | | | $ | 15,525,974 | | | |
$ 939,334
|
|
10% decrease
|
| | | $ | 11.84 | | | | | $ | 13,647,306 | | | |
$(939,334)
|
|
| | |
Amount
|
| |||
Estimated Merger Consideration:
|
| | | $ | 14,586,640 | | |
Cash and cash equivalents(i)
|
| | | | 625,427 | | |
Restricted cash
|
| | | | 219,465 | | |
Mortgage loans held for sale, at fair value
|
| | | | 2,211,160 | | |
IRLCs, at fair value
|
| | | | 27,768 | | |
MSRs, at fair value
|
| | | | 11,736,472 | | |
Property and equipment, net
|
| | | | 58,128 | | |
Lease right of use assets
|
| | | | 43,934 | | |
Forward commitments, at fair value
|
| | | | 18,658 | | |
Loans subject to repurchase right from Ginnie Mae (asset)
|
| | | | 1,176,120 | | |
Intangible assets, net(ii)
|
| | | | 1,860,000 | | |
Other assets
|
| | | | 2,203,753 | | |
Funding facilities
|
| | | | 1,899,129 | | |
Senior notes, net
|
| | | | — | | |
MSR and Advance facilities, net
|
| | | | 4,482,943 | | |
Early buy out facility
|
| | | | 112,443 | | |
MSR related liabilities – nonrecourse at fair value
|
| | | | 418,495 | | |
| | |
Amount
|
| |||
Accounts payable
|
| | | | 129,233 | | |
Lease liabilities
|
| | | | 56,889 | | |
Forward commitments, at fair value
|
| | | | 153,527 | | |
Investor reserves
|
| | | | 59,771 | | |
Loans subject to repurchase right from Ginnie Mae (liabilities)
|
| | | | 1,176,120 | | |
Deferred tax liability, net(iii)
|
| | | | 124,102 | | |
Other liabilities
|
| | | | 646,201 | | |
Net tangible assets acquired (excluding goodwill)
|
| | | | 10,922,032 | | |
Goodwill
|
| | | | 3,664,608 | | |
Total net assets acquired
|
| | | $ | 14,586,640 | | |
|
| | |
Preliminary
Fair Value |
| |
Estimated Useful
Life (years) |
| ||||||
Preliminary fair value of intangible assets acquired: | | | | | | | | | | | | | |
Relationships
|
| | | $ | 1,500,000 | | | | | | 10 | | |
Trade name
|
| | | | 200,000 | | | | | | 3 | | |
Internally developed technology
|
| | | | 150,000 | | | | | | 3 | | |
Other
|
| | | | 10,000 | | | | | | 2 | | |
Intangible assets acquired
|
| | | $ | 1,860,000 | | | | | | | | |
| | |
For the
Year Ended December 31, 2024 |
| |||
Pro forma transaction accounting adjustments: | | | | | | | |
Removal of historical Mr. Cooper amortization of intangible assets
|
| | | $ | (13,874) | | |
Amortization of intangible assets
|
| | | | 271,667 | | |
Net pro forma transaction accounting adjustment to Depreciation and amortization
|
| | | $ | 257,793 | | |
| | |
Class A
common stock |
| |
Additional
paid-in capital |
| |
Retained
earnings |
|
Pro forma transaction accounting adjustments: | | | | | | | | | | |
Pre-closing Mr. Cooper dividend
|
| |
$ —
|
| |
$ —
|
| |
$ (127,967)
|
|
Elimination of Mr. Cooper’s historical equity
|
| |
(1,058)
|
| |
(1,077,384)
|
| |
(3,606,712)
|
|
Rocket Class A common stock issued to Mr. Cooper stockholders – See Note 7
|
| |
7
|
| |
9,262,226
|
| |
—
|
|
Estimated fair value attributed to pre-combination vesting of equity awards – See Note 7
|
| |
—
|
| |
131,103
|
| |
—
|
|
Change in Rocket’s TRA liability and deferred tax liability – See Note 8(e)
|
| |
—
|
| |
—
|
| |
2,679
|
|
Estimated acquisition-related transaction costs – See Note 8(g)
|
| |
—
|
| |
—
|
| |
(45,982)
|
|
Net pro forma transaction accounting adjustments to Equity
|
| |
$(1,051)
|
| |
$ 8,315,945
|
| |
$(3,777,982)
|
|
| | |
For the Year Ended
December 31, 2024 |
| |||
Pro forma transaction accounting adjustments: | | | | | | | |
Removal of historical Mr. Cooper stock-based compensation expense
|
| | | $ | (37,000) | | |
Record annualized stock-based compensation expense from replacement
awards |
| | | | 79,643 | | |
Net pro forma transaction accounting adjustment to Salaries, commissions, and
team member benefits |
| | | $ | 42,643 | | |
| | |
For the Year Ended
December 31, 2024 |
|
Numerator | | | | |
Pro forma net income
|
| |
$ 515,704
|
|
Special Dividend on common stock
|
| |
(120,120)
|
|
Dividend equivalents on unvested Rocket share-based awards
|
| |
(24,102)
|
|
Pro forma net income attributable to common shareholders
|
| |
$ 371,482
|
|
Denominator(1): | | | | |
Historical Rocket weighted average shares outstanding – basic
|
| |
141,037,083
|
|
Shares of Class L common stock from Up-C Collapse
|
| |
1,848,879,483
|
|
Shares of Class A common stock issued to Redfin stockholders
|
| |
101,283,994
|
|
Shares of Class A common stock issued to Mr. Cooper stockholders
|
| |
703,817,103
|
|
Weighted average shares of common stock outstanding – basic
|
| |
2,795,017,663
|
|
Historical Rocket weighted average shares outstanding – diluted
|
| |
141,037,083
|
|
Shares of Class L common stock from Up-C Collapse
|
| |
1,848,879,483
|
|
Rocket dilutive share-based awards(2)
|
| |
8,412,274
|
|
Shares of Class A common stock issued to Redfin stockholders
|
| |
101,283,994
|
|
Rocket share-based awards issued in exchange for Redfin share-based awards(3)
|
| |
5,846,430
|
|
Shares of Class A common stock to Mr. Cooper stockholders
|
| |
703,817,103
|
|
Rocket share-based awards issued in exchange for Mr. Cooper stock-based awards(4)
|
| |
12,988,175
|
|
Weighted average shares of common stock outstanding – diluted
|
| |
2,822,264,542
|
|
Pro forma net income per share of common stock outstanding – basic
|
| |
$ 0.13
|
|
Pro forma net income per share of common stock outstanding – diluted
|
| |
$ 0.13
|
|
Name of beneficial owner
|
| |
Number of shares
beneficially owned |
| |
Percent of class
|
| ||||||
>5% beneficial owners | | | | | | | | | | | | | |
Bares Capital Management, Inc.
|
| | | | 8,719,526(1) | | | | | | 6.81% | | |
BlackRock, Inc.
|
| | | | 8,887,629(2) | | | | | | 6.94% | | |
The Vanguard Group
|
| | | | 16,827,798(3) | | | | | | 13.14% | | |
Management | | | | | | | | | | | | | |
Jason Aleem
|
| | | | 126,771(4) | | | | | | * | | |
Robert Bass
|
| | | | 133,824(5) | | | | | | * | | |
Julie Bornstein
|
| | | | 88,642(6) | | | | | | * | | |
Kerry D. Chandler
|
| | | | 55,399 | | | | | | * | | |
Bridget Frey
|
| | | | 659,042(7) | | | | | | * | | |
Anthony Kappus
|
| | | | 81,585(8) | | | | | | * | | |
Glenn Kelman
|
| | | | 2,261,272(9) | | | | | | 1.76% | | |
Austin Ligon
|
| | | | 693,002(10) | | | | | | * | | |
David Lissy
|
| | | | 69,835(11) | | | | | | * | | |
Chris Nielsen
|
| | | | 762,248(12) | | | | | | * | | |
Brad Singer
|
| | | | 91,578(13) | | | | | | * | | |
James Slavet
|
| | | | 292,787(14) | | | | | | * | | |
Anna Stevens
|
| | | | 64,158(15) | | | | | | * | | |
Christian Taubman
|
| | | | 98,519(16) | | | | | | * | | |
Selina Tobaccowala
|
| | | | 156,320(17) | | | | | | * | | |
All directors and executive officers as a group (14 individuals)
|
| | | | 5,638,982(18) | | | | | | 4.35% | | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Capital Stock | | | | | | | | | | |
Classes of Stock | | |
•
Class A common stock
•
Class B common stock
•
Class C common stock
•
Class D common stock
•
Preferred Stock
|
| |
•
Class A common stock
•
Class L common stock
•
Preferred Stock
|
| |
•
Common stock
•
Preferred Stock
|
|
Authorized Shares | | |
•
10,000,000,000 shares of Class A common stock
•
6,000,000,000 shares of Class B common stock
•
6,000,000,000 shares of Class C common stock
•
6,000,000,000 shares of Class D common stock
•
500,000,000 shares of Preferred Stock
|
| |
•
10,000,000,000 shares of Class A common stock
•
6,000,000,000 shares of Class L common stock, consisting of 3,000,000,000 shares of Series L-1 common stock and 3,000,000,000 shares of Series L-2 Class L common stock
•
500,000,000 shares of Preferred Stock
|
| |
•
500,000,000 shares of common stock
•
10,000,000 shares of Preferred Stock
|
|
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Par Value | | | $0.00001 per share | | |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| |
•
$0.001 per share
|
|
Voting Rights for Common Stock | | |
•
Class A common stock: 1 vote per share
•
Class B common stock: 10 votes per share
•
Class C common stock: 1 vote per share
•
Class D common stock: 10 votes per share
|
| |
•
Class A common stock: 1 vote per share
•
Class L common stock: 1 vote per share
|
| |
•
Common stock: 1 vote per share
|
|
| | | Rocket’s certificate of incorporation provides for a dual class common stock structure, which provides Mr. Gilbert with the ability to control the outcome of matters requiring stockholder approval, even if he beneficially owns significantly less than a majority of the shares of Rocket’s outstanding common stock, including the election of directors and significant corporate transactions, such as a merger or sale of substantially all of Rocket’s assets. | | |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| | ||
| | | For more information on how the provisions of Rocket’s certificate of incorporation and bylaws can delay, defer or prevent a change of control, please read the section titled “Description of Rocket Capital Stock — Anti-Takeover Effects of Rocket’s Certificate of Incorporation and Bylaws” beginning on page 135. | | |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Dividend Rights | | | Holders of Rocket Class A common stock and Class B common stock are entitled to receive dividends when, as and if declared by Rocket’s Board out of legally available funds. Dividends may not be declared or paid in respect of Class B common stock unless they are declared or paid in the same amount and same type of cash or property (or combination thereof) in respect of Rocket Class A common stock, and vice versa. With respect to stock dividends, holders of Class B common stock must receive Class B common stock while holders of Rocket Class A common stock must receive Rocket Class A common stock. | | |
Holders of Rocket Class A common stock will have the same dividend rights as “Rocket Common Stock Prior to Up-C Collapse”.
Holders of Class L common stock are entitled to receive dividends when, as and if declared by Rocket’s Board out of legally available funds. Dividends may not be declared or paid in respect of Class L common stock unless they are declared or paid in the same amount and same type of cash or property (or combination thereof) in respect of Rocket Class A common stock, and vice versa. With respect to stock dividends, holders of Class L common stock must receive Class L common stock.
|
| | Holders of Redfin common stock are entitled to receive dividends out of funds legally available if the Redfin Board, in its discretion, determines to issue dividends and then only at the times and in the amounts that the Redfin Board may determine. | |
| | |
Holders of Class C common stock and Class D common stock do not have any right to receive dividends other than dividends consisting of shares of Rocket (i) Class C common stock, paid proportionally with respect to each outstanding share of Rocket’s Class C common stock, and (ii) Class D common stock, paid proportionally with respect to each outstanding share of Rocket’s Class D common stock, in each case in connection with stock dividends.
|
| | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Terms of Conversion | | |
Each share of Rocket’s Class B common stock is convertible at any time, at the option of the holder, into one share of Rocket Class A common stock, and each share of Rocket’s Class D common stock is convertible at any time, at the option of the holder, into one share of Class C common stock.
Each share of Rocket’s Class B common stock will automatically convert into one share of Rocket Class A common stock, and each share of Rocket’s Class D common stock will automatically convert into one share of Rocket’s Class C common stock, immediately prior to any transfer of such share except for certain transfers described in Rocket’s certificate of incorporation.
In addition, each share of Rocket’s Class B common stock will automatically convert into one share of Rocket Class A common stock, and each share of Rocket’s Class D common stock will automatically convert into one share of Rocket’s Class C common stock if RHI, the direct or indirect equityholders of RHI and their permitted transferees own less than 10% of the aggregate number of shares of Rocket’s issued and outstanding common stock.
|
| |
Each share of Class L common stock is convertible at any time, at the option of the holder, into one share of Rocket Class A common stock, provided that the applicable Lock-up Period for the Class L common stock has expired.
Each share of Class L common stock (a) may be converted at any time, at the option of the holder, into one share of Rocket Class A common stock and (b) will automatically convert into one share of Rocket Class A common stock, provided that the applicable Lock-up Period for the Class L common stock has expired, immediately prior to any transfer of such share except for certain permitted transfers described in Rocket’s certificate of incorporation.
In addition, each share of Rocket’s Class L common stock will automatically convert into one share of Rocket Class A common stock, on the first date on which the aggregate voting power of the Class L common stock is less than 79% of the total voting power of the outstanding shares of capital stock of Rocket.
Shares of Rocket Class A common stock are not subject to any conversion right.
|
| | Shares of Redfin common stock are not subject to any conversion right. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
| | | Shares of Rocket Class A common stock and Class C common stock are not subject to any conversion right. | | | | | | | |
Sinking Fund | | | None | | | None | | | None | |
Redemption Rights | | | None | | | None | | | None | |
Pre-emption Rights | | | None | | | None | | | None | |
Liquidation Rights | | |
Upon Rocket’s liquidation or dissolution, the holders of Rocket Class A common stock and Class B common stock are entitled to share ratably in those of Rocket’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of Preferred Stock then outstanding.
Other than their par value, the holders of Rocket’s Class C common stock and Class D common stock do not have any right to receive a distribution upon a liquidation or dissolution.
|
| | Upon Rocket’s liquidation or dissolution, the holders of Rocket Class A common stock and Class L common stock will be entitled to share ratably in those of Rocket’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of Preferred Stock then outstanding. | | | Upon Redfin’s liquidation, dissolution or winding-up, the assets legally available for distribution to Redfin stockholders would be distributable ratably among the holders of Redfin common stock and any participating Preferred Stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of Preferred Stock. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Restrictions on Alienability | | | None | | |
Mr. Gilbert and the other Rock Equityholders will be prohibited from transferring or otherwise disposing of (a) any shares of Class L common stock prior to the first anniversary of the Up-C Closing Date and (b) 50% of the shares of Class L common stock prior to the second anniversary of the Up-C Closing Date. Following the second anniversary of the Up-C Closing Date, no shares of Class L common stock will be subject to a Lock-Up Period.
The restrictions described in the above paragraph do not apply, subject in certain cases to various conditions (including the transfer of lock-up restrictions), to any Permitted Transfers.
|
| | None | |
Provisions Discriminating Against Majority Shareholder | | | Rocket’s certificate of incorporation provides that, at any time when the aggregate voting power of the outstanding RHI Securities would be equal to or greater than 79% of the total voting power of Rocket’s outstanding stock, the number of votes per share of each RHI Security will be reduced such that the aggregate voting power of all of the RHI Securities is equal to 79%. | | | Rocket’s certificate of incorporation following the Up-C Collapse will provide that, at any time when the aggregate voting power of the outstanding Class L common stock would be equal to or greater than 79% of the total voting power of Rocket’s outstanding stock, the number of votes per share of each share of Class L common stock will be reduced such that the aggregate voting power of all such Class L common stock is equal to 79%. | | | None | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Board of Directors | | | | | | | | | | |
Number of Directors | | | The number of directors is fixed from time to time by Rocket’s Board. | | |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| | The number of directors is fixed from time to time by Redfin’s Board. | |
Removal of Directors | | | Until the RHI Parties beneficially own less than a majority of the combined voting power of Rocket’s common stock, any director may be removed with or without cause by the affirmative vote of a majority of Rocket’s outstanding shares of common stock. After the RHI Parties cease to beneficially own a majority of the combined voting power of the common stock, Rocket’s certificate of incorporation provides that any director may only be removed with cause by the affirmative vote of holders of 75% of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class. | | | Until the Gilberts beneficially own less than a majority of the combined voting power of Rocket’s common stock, any director may be removed with or without cause by the affirmative vote of a majority of Rocket’s outstanding shares of common stock. After the Gilberts cease to beneficially own a majority of the combined voting power of the common stock, Rocket’s certificate of incorporation provides that any director may only be removed with cause by the affirmative vote of holders of 75% of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class. | | | Until the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) (when the Redfin Board shall cease to be classified) and subject to the rights of the holders of any series of Preferred Stock, no director may be removed except for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock of Redfin then entitled to vote at an election of directors voting together as a single class. From and after the election of directors at the 2025 Annual Meeting and subject to the rights of the holders of any series of Preferred Stock, any director may be removed with or without cause by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of Redfin then entitled to vote at an election of directors voting together as a single class. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Filling Board Vacancies | | | Vacancies and newly created directorships on the Rocket Board may be filled at any time by the remaining directors or Rocket’s stockholders, provided that, after the RHI Parties cease to beneficially own a majority of the combined voting power of Rocket’s common stock, vacancies on Rocket’s Board, whether resulting from an increase in the number of directors or the death, removal or resignation of a director, will be filled only by Rocket’s Board and not by stockholders. | | | Vacancies and newly created directorships on the Rocket Board may be filled at any time by the remaining directors or Rocket’s stockholders, provided that, after the Gilberts cease to beneficially own a majority of the combined voting power of Rocket’s common stock, vacancies on Rocket’s Board, whether resulting from an increase in the number of directors or the death, removal or resignation of a director, will be filled only by Rocket’s Board and not by stockholders. | | | Any vacancy occurring in the Redfin Board for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall, unless (a) the Redfin Board determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders or (b) as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the stockholders. | |
Indemnification | | | Rocket’s certificate of incorporation and bylaws limit the liability of directors and officers to the fullest extent permitted by the DGCL. Rocket is generally obligated to provide customary indemnification and advancement rights to directors and officers. | | |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| | Redfin’s certificate of incorporation and bylaws limit the liability of directors and officers to the fullest extent permitted by the DGCL. Redfin is generally obligated to provide customary indemnification and advancement rights to directors and officers. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Classified Board | | |
Rocket’s certificate of incorporation provides that Rocket’s Board is divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of Rocket’s Board is elected each year. The classification of directors has the effect of making it more difficult for stockholders to change the composition of Rocket’s Board.
Rocket’s certificate of incorporation also provides that, subject to any rights of holders of Preferred Stock to elect additional directors under specified circumstances, the number of directors is fixed exclusively pursuant to a resolution adopted by Rocket’s Board.
|
| |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| | Redfin’s certificate of incorporation provides that, until the 2023 annual meeting of stockholders, the directors shall be divided, with respect to the time for which they severally hold office, into three classes of directors, designated as Class I, Class II and Class III, respectively (each class as nearly equal in number as reasonably possible). Commencing with the 2023 annual meeting, under the terms of Redfin’s certificate of incorporation, successive groups of certain directors began serving in classes with a term of one year such that, from and after the election of directors at the 2025 Annual Meeting, the Redfin Board shall cease to be classified and the directors elected at the 2025 Annual Meeting (and each annual meeting of the stockholders thereafter) shall be elected for a term expiring at the next annual meeting of the stockholders. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Stockholder Rights | | | | | | | | | | |
Calling Special Meetings
|
| | Subject to any special rights of the holders of any series of Preferred Stock, special meetings of the stockholders can only be called by the chairman of Rocket’s Board or the chief executive officer, or by Rocket’s Board. Stockholders are not permitted to call a special meeting or to require Rocket’s Board to call a special meeting. | | |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| | Special meetings of the stockholders of Redfin may be called only by the chairperson of the Redfin Board, the chief executive officer, the president, or the Redfin Board. | |
Ability to Act by Written Consent | | | Stockholder action can be taken by written consent in lieu of a meeting; provided that after the RHI Parties cease to beneficially own a majority of the combined voting power of Rocket’s common stock, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. | | | Stockholder action can be taken by written consent in lieu of a meeting; provided that after the Gilberts cease to beneficially own a majority of the combined voting power of Rocket’s common stock, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. | | | Subject to the rights of any series of Preferred Stock, no action shall be taken by the stockholders of Redfin except at a duly called annual or special meeting of stockholders and no action shall be taken by the stockholders by written consent. | |
Advance Notice for Proposing Business and Nominations | | | Advance written notice must be given prior to a meeting of Rocket’s stockholders of a proposal or director nomination which a stockholder desires to present at such a meeting. | | |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| | Advance written notice must be given prior to a meeting of Redfin’s stockholders of a proposal or director nomination which a stockholder desires to present at such a meeting. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Bylaw Amendments | | |
As long as the RHI Parties own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of a majority of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal Rocket’s bylaws.
After the RHI Parties cease to beneficially own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of 75% of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal Rocket’s bylaws.
|
| |
As long as the Gilberts own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of a majority of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal Rocket’s bylaws.
After the Gilberts cease to beneficially own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of 75% of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal Rocket’s bylaws.
|
| | Any alteration, amendment or repeal of Redfin’s bylaws, and any adoption of new bylaws, shall require the approval of the Redfin Board or the stockholders of the Redfin as expressly provided in Redfin’s certificate of incorporation. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Certificate of Incorporation Amendments | | |
As long as the RHI Parties own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of a majority of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal specified provisions of Rocket’s certificate of incorporation.
After the RHI Parties cease to beneficially own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of 75% of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal specified provisions of Rocket’s certificate of incorporation.
|
| |
As long as the Gilberts own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of a majority of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal specified provisions of Rocket’s certificate of incorporation.
After the Gilberts cease to beneficially own a majority of the combined voting power of Rocket’s common stock, the affirmative vote of holders of 75% of the combined voting power of Rocket’s outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal specified provisions of Rocket’s certificate of incorporation.
|
| | Notwithstanding any other provision of Redfin’s certificate of incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock Redfin required by law or by Redfin’s restated certificate of incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of Redfin entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal any provision of Redfin’s restated certificate of incorporation. | |
Topic
|
| |
Rights of Holders of
Rocket Common Stock Prior to Up-C Collapse |
| |
Rights of Holders of
Rocket Common Stock After the Up-C Collapse |
| |
Rights of Holders of
Redfin Common Stock |
|
Exclusive Forum
|
| |
Rocket’s certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on Rocket’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of Rocket’s directors, officers or stockholders to Rocket or Rocket’s stockholders, (iii) any action asserting a claim against Rocket arising pursuant to any provision of the DGCL or Rocket’s certificate of incorporation or Rocket’s bylaws or (iv) any action asserting a claim against Rocket governed by the internal affairs doctrine will have to be brought only in the Third Judicial Circuit, Wayne County, Michigan (or, if the Third Judicial Circuit, Wayne County, Michigan lacks jurisdiction over such action or proceeding, then another state court of the State of Michigan or, if no state court of the State of Michigan has jurisdiction, then the United States District Court for the Eastern District of Michigan) or the Court of Chancery of the State of Delaware (or if the Court of Chancery of the State of Delaware lacks jurisdiction, any other state court of the State of Delaware, or if no state of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), unless Rocket consents in writing to the selection of an alternative forum.
|
| |
Same as “Rocket Common Stock Prior to Up-C Collapse”
|
| |
Redfin’s certificate of incorporation provides that unless Redfin consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of Redfin; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Redfin to Redfin or Redfin’s stockholders; (c) any action asserting a claim against Redfin arising pursuant to any provision of the Delaware General Corporation Law, Redfin’s certificate of incorporation or bylaws; (d) any action to interpret, apply, enforce or determine the validity of Redfin’s certificate of incorporation or bylaws or (e) any action asserting a claim against Redfin governed by the internal affairs doctrine.
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| Exhibit A | | | — | | | Certain Definitions and Index of Defined Terms | |
| Exhibit B | | | — | | | Form of Certificate of Merger | |
| Exhibit C-1 | | | — | | | Parent Tax Certificate | |
| Exhibit C-2 | | | — | | | Company Tax Certificate | |
| ROCKET COMPANIES, INC. | | | |||||
| By: | | |
/s/ Varun Krishna
|
| | | |
| Name: | | | Varun Krishna | | | | |
| Title: | | | Chief Executive Officer | | | | |
| NEPTUNE MERGER SUB, INC. | | | |||||
| By: | | |
/s/ Chris Howard
|
| | ||
| Name: | | | Chris Howard | | | | |
| Title: | | | President | | | | |
| REDFIN CORPORATION | | | |||||
| By: | | |
/s/ Glenn Kelman
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| | ||
| Name: | | | Glenn Kelman | | | | |
| Title: | | | Chief Executive Officer | | | | |
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401(k) Plan
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Section 4.9(e)
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Achieved Company PSUs
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Section 1.5(a)(vi)
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Agencies
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Section 2.24(a)
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Agreement
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Preamble
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Agreement Date
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Preamble
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AI Technology
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Section 2.13(i)
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Alternative Acquisition Agreement
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Section 4.6(b)(iii)
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Antitrust Order
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Section 4.7(c)
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Assumed Option
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Section 1.5(a)(iv)
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Assumed Unit
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Section 1.5(a)(v)
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Audit Committee
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Section 2.8(c)
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Book-Entry Share
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Section 1.8(c)
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Cancelled Shares
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Section 1.5(a)(iii)
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Capitalization Date
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Section 2.2(a)
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Certificate of Merger
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Section 1.3
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Change of Board Recommendation
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Section 4.6(e)
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Class A Common Stock
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Section 3.2(a)
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Class B Common Stock
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Section 3.2(a)
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Class C Common Stock
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Section 3.2(a)
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Class D Common Stock
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Section 3.2(a)
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Closing
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Section 1.3
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Closing Date
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Section 1.3
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Common Shares Trust
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Section 1.6(b)
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Company
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Preamble
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Company Balance Sheet
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Section 2.8(a)
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Company Board
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Recitals
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Company Board Recommendation
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Recitals
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Company Bylaws
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Section 2.1(b)
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Company Certificate
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Section 2.1(b)
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Company Common Stock
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Section 2.2(a)
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Company Counsel
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Section 5.3(e)
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Company Disclosure Letter
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Article II
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Company Employees
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Section 4.9(a)
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Company Equity Interests
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Section 2.2(d)
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Company ESPP
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Section 1.5(a)(vii)
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Company Financial Statements
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Section 2.8(a)
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Company Material Contract
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Section 2.11(a)
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Company Preferred Stock
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Section 2.2(a)
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Company SEC Documents
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Section 2.7(a)
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Company Stockholder Approval
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Section 2.3(c)
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Company Stockholder Meeting
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Section 4.5
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Company Tax Certificate
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Section 4.13(b)
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Company Termination Fee
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Section 6.3(a)
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Continuing Employee
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Section 4.9(b)
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Converted RSUs
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Section 1.5(a)(vi)
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Current Purchase Period
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Section 1.5(a)(vii)
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D&O Indemnification Agreements
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Section 4.10(a)
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D&O Runoff Insurance
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Section 4.10(d)
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Data Tape
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Section 2.24(k)
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Detriment
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Section 4.7(e)
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Effective Time
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Section 1.3
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Electronic Delivery
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Section 7.12
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Enforceability Exceptions
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Section 2.3(a)
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Equity Awards Table
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Section 2.2(c)
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Excess Shares
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Section 1.6(a)
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Exchange Agent
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Section 1.8(a)
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Exchange Fund
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Section 1.8(b)
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Exchange Ratio
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Section 1.5(a)(iii)
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Equity Awards Table
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Section 2.2(c)
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Fannie Mae
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Section 2.24(a)
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Financial Advisor
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Section 2.19
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Freddie Mac
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Section 2.24(a)
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Ginnie Mae
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Section 2.24(a)
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Hedge Counterparty
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Section 4.18(c)
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Indemnified Person
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Section 4.10(a)
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Indemnified Persons
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Section 4.10(a)
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Insurance Policies
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Section 2.22
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Intervening Event Notice Period
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Section 4.6(g)(i)
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Leased Real Property
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Section 2.17(b)
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Maximum Amount
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Section 4.10(d)
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Merger
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Recitals
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Merger Consideration
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Section 1.5(a)(iii)
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Merger Sub
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Preamble
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New Plans
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Section 4.9(a)
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Notification and Report Form
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Section 4.7(c)
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OFAC
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Section 2.6(d)
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Open Source Technology
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Section 2.13(g)
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Other Required Filings
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Section 2.18
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Outside Date
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Section 6.1(b)(i)
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Parent
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Preamble
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Parent Balance Sheet
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Section 3.6(a)
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Parent Common Stock
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Section 3.2(a)
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Parent Disclosure Letter
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Article III
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Parent Equity Interests
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Section 3.2(d)
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Parent Financial Statements
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Section 3.6(a)
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Parent Preferred Stock
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Section 3.2(a)
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Parent Reorganization Stockholder Approval
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Section 3.16(b)
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Parent Reorganization Written Consent
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Section 3.16(b)
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Parent Representatives
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Section 4.3(a)
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Parent SEC Documents
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Section 3.5(a)
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Parent Tax Certificate
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Section 4.13(b)
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Parent Welfare Plan
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Section 4.9(a)
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Parties
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Preamble
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Party
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Preamble
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Payoff Letter
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Section 4.19
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Pre-Closing Period
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Section 4.1
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Proxy Statement
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Section 4.4(a)
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Proxy Statement/Prospectus
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Section 4.4(a)
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Qualifying Acquisition Proposal
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Section 4.6(c)
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Registration Statement
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Section 4.4(a)
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Remedies
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Section 4.7(e)
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Reorganization Transactions
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Recitals
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Repurchase Obligations
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Section 2.24(l)
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Sarbanes-Oxley Act
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Section 2.7(a)
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Security Incidents
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Section 2.14(a)
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Share
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Recitals
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Shares
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Recitals
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State Department
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Section 2.6(d)
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Stockholder Litigation
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Section 4.15
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Superior Proposal Notice Period
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Section 4.6(f)(i)
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Surviving Corporation
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Section 1.1
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Takeover Law
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Section 2.3(b)
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Tax Opinion
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Section 4.13(b)
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Transaction Agreement
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Recitals
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Transactions
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Recitals
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Name
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State of Incorporation
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Redfin Corporation | | | Delaware | |
Neptune Merger Sub, Inc. | | | Delaware | |