An all-stock transaction could change the face of mortgage servicing—pending a critical vote
The Federal Housing Finance Agency (FHFA) cleared the path this week for Rocket Companies’ $9.4 billion acquisition of Mr. Cooper Group, imposing strict market concentration limits to safeguard the nation’s mortgage system.
The agency authorized Fannie Mae and Freddie Mac to approve the deal between two of their largest seller-servicer counterparties, subject to conditions ensuring safety and soundness. Most notably, regulators capped each company’s servicing market share at 20% of Fannie Mae and Freddie Mac’s portfolios.
“No market participant should have greater than 20% of Fannie or Freddie’s servicing market in order to ensure the safety and soundness of the mortgage market and the overall economy,” the FHFA stated in its announcement.
The regulatory approval moves Detroit-based Rocket one step closer to completing the mega-deal first announced in March. The green light from FHFA and antitrust regulators sets the stage for a Sept. 3 vote by Mr. Cooper shareholders.
If finalized, the acquisition will create a mortgage giant servicing $2.1 trillion in loans across nearly 10 million clients, representing one in every six US mortgages. Rocket announced the all-stock deal in March, offering Mr. Cooper shareholders 11 Rocket shares for each Cooper share, valued at $143.33 per share.
The combined entity is expected to deliver significant operational synergies. Rocket projects $100 million in additional pre-tax revenue from higher recapture rates and $400 million in cost savings through streamlined operations and technology investments.
Under the merger terms, Mr. Cooper chairman and CEO Jay Bray will become president and CEO of Rocket Mortgage, reporting to Rocket Companies CEO Varun Krishna. Rocket founder Dan Gilbert will remain chairman.
The FHFA’s safety and soundness staff conducted what the agency described as “a rigorous analysis” of the proposed merger. The approval includes financial and operating safeguards beyond the 20% market share cap, though the agency did not disclose details.
“Today’s decision ensures the housing finance system can continue to develop and innovate while Fannie Mae and Freddie Mac are able to confidently serve as an ongoing source of liquidity to the market throughout the economic cycle,” the FHFA said.
This marks Rocket’s second major acquisition in 2025, following its $1.75 billion purchase of real estate platform Redfin earlier this year.
Executives reiterated on an earnings call that the company expects to close the Mr. Cooper deal in Q4 2025, pending shareholder approval and remaining regulatory clearances. The all-stock transaction is structured to be tax-free for Mr. Cooper shareholders, who will receive a $2.00 per share dividend upon completion.
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