UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
PHH CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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On
June 5, 2009, PHH Corporation (the “Company” or “PHH”), filed a Current Report on Form 8-K with the Securities and
Exchange Commission containing the following information:
On
June 2, 2009, PHH, PHH Vehicle Management Services,
LLC (“VMS”) and Chesapeake Funding LLC (“Chesapeake”), entered into a Purchase Agreement with
representatives of several initial purchasers (“Initial Purchasers”), for the issuance and sale of
certain floating rate asset backed notes to be issued by Chesapeake (the “Series 2009-1 Notes”) in
a private placement (the “Purchase Agreement”). The Series 2009-1 Notes will have an aggregate
principal amount of $1.0 billion which, are expected to qualify upon issuance as “eligible
collateral” under and as defined in the Term Asset-Backed Securities Loan Facility (“TALF”)
established by the Federal Reserve Bank of New York. A portion of the net proceeds from the
offering of the Series 2009-1 Notes will be used to repay a portion of Chesapeake’s Series 2006-1
Floating Rate Asset Backed Variable Funding Investor Notes (the “Series 2006-1 Notes”), with the
remaining proceeds from the offering expected to be used either to make loans to another of PHH’s
indirect wholly-owned subsidiaries, Chesapeake Finance Holdings LLC, to fund the acquisition of
vehicles to be leased to customers of VMS or to repay other outstanding series of notes issued by
Chesapeake. This offering is expected to close on June 9, 2009.
The Purchase Agreement includes customary and other TALF-specific representations, warranties
and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the
Initial Purchasers against certain liabilities.
Each of the Initial Purchasers have performed investment banking and other advisory services
for PHH or certain of its affiliates from time to time for which they have received customary fees
and expenses. Certain of the Initial Purchasers may, from time to time, engage in transactions with
and perform services for PHH or certain of its affiliates in the ordinary course of their business.
In addition, affiliates of the Initial Purchasers are lenders under PHH’s $1.3 billion Amended and
Restated Competitive Advance and Revolving Credit Agreement, dated as of January 6, 2006, and
certain other existing funding arrangements to which PHH or certain of its subsidiaries are
parties, including the Series 2006-1 Notes..
The Series 2009-1 Notes have not been and will not be registered under the Securities Act of
1933, as amended (the “Securities Act”), or any applicable state securities laws, and may not be
offered or sold in the United States without registration under the Securities Act or pursuant to
an applicable exemption from such registration. The Series 2009-1 Notes are being offered and sold
solely to: (a) Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act in
compliance therewith; and (b) certain persons in offshore transactions in reliance on Regulation S
of the Securities Act.
Important Additional Information
PHH Corporation, on May 7, 2009, filed a proxy statement in connection with its 2009
Annual Meeting of Stockholders and advises its stockholders to read that proxy statement
because it contains important information. Stockholders can obtain a free copy of that
proxy statement and other documents (when available) that PHH files with the Securities
and Exchange Commission at the Commission’s website at www.sec.gov. That proxy
statement and these other documents are also available free of charge by directing a
request to PHH Corporation, Attn: Investor Relations, 3000 Leadenhall Road, Mt. Laurel,
New Jersey 08054 or visiting PHH’s website at www.phh.com under the “Investor
Relations” tab.
PHH, its directors and named executive officers may be deemed to be participants in the
solicitation of proxies from PHH stockholders in connection with the 2009 Annual
Meeting of Stockholders. Information regarding the names, affiliations and interests of
such individuals is contained PHH’s proxy statement referred to in the preceding
paragraph.