PHH Phh Corp

Issuer:

PHH Corporation (“PHH”)

Title of securities:

9 1 / 4 % Senior Notes due 2016 (the “Notes”)

Distribution:

SEC Registered

Aggregate reopening amount:

$100,000,000

Aggregate principal amount:

$450,000,000

Use of proceeds:

PHH will use the net proceeds from the offering, along with cash on hand and borrowings under the Company’s Amended Credit Facility, to repay at or prior to maturity the outstanding aggregate principal amount of the Company’s 2012 Convertible Notes. As of September 30, 2011, there was $250.0 million aggregate principal amount of the Company’s 2012 Convertible Notes outstanding. Pending such use, the proceeds may be used to temporarily repay outstanding borrowings under the Company’s Amended Credit Facility, originate mortgage loans or may be invested temporarily in short-term interest-bearing investment funds or similar assets

Annual interest rate:

The Notes will bear interest at the rate of 9.25% per annum from September 1, 2011

Yield-to-maturity:

9.533%

Offering price:

The Notes will be issued at a price of 99.01% of their principal amount plus accrued interest from September 1, 2011

Accrued Interest Payable to Issuer:

$2,595,138.89 accrued from September 1, 2011 to anticipated date of settlement, December 12, 2011

Net proceeds (after underwriting discounts and estimated offering expenses) to Issuer Plus Accrued Interest:

$98,845,138.89

Benchmark Treasury:

0.875% due November 11, 2016

Interest payment dates:

March 1 and September 1, with initial payment on March 1, 2012

Record dates:

February 15 and August 15

Optional make-whole redemption:

The Notes may be redeemed at any time and from time to time, at the option of PHH, in whole or in part, at a “make-whole” redemption price equal to the greater of (1) the aggregate principal amount being redeemed or (2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than accrued interest) on the Notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in the case of both (1) and (2), any accrued and unpaid interest to, but not including, the redemption date

Change of control:

Not later than 30 days following the occurrence of a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest to, but not including, the date of purchase

Ranking:

As of September 30, 2011, after giving pro forma effect to the offering of the additional notes and the use of proceeds, as described in the Preliminary Prospectus, the aggregate amount of outstanding unsecured unsubordinated indebtedness to which the additional notes will rank equally was approximately $1.1 billion

Dilution:

Upon completion of this offering, the aggregate principal amount of outstanding notes under this series will be $450,000,000.  Accordingly, the $100,000,000 aggregate principal amount of additional notes offered hereby will constitute only 22.22% of the total voting power of the $450,000,000 of aggregate principal amount of the notes to be outstanding after this offering

Maturity date:

March 1, 2016

Trade date:

December 7, 2011

Settlement date:

December 12, 2011 (T+3)

CUSIP:

693320 AL7

ISIN:

US693320 AL75

Denominations:

$2,000

Increments:

$1,000

Joint Book-Running Managers:

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith

Incorporated

RBS Securities Inc.
Wells Fargo Securities, LLC

Co-Managers:

RBC Capital Markets, LLC
Scotia Capital (USA) Inc.

As of September 30, 2011

Actual

As Adjusted

(In millions)

Cash and cash equivalents

$

84

$

10

Restricted cash, cash equivalents and investments(1)

$

528

$

528

Debt:

Vehicle management Asset-Backed Debt:

Term notes(2)

1,789

1,789

Variable funding notes

1,111

1,111

Other

33

33

Total vehicle management asset-backed debt

2,933

2,933

Mortgage Warehouse Asset-Backed Debt:

Variable-rate repurchase facilities

2,213

2,213

Servicing advance facility

74

74

Total mortgage warehouse and other asset-backed debt

2,287

2,287

Unsecured Debt:

Medium-term notes(3)

431

431

Borrowings under credit facilities

80

160

2012 Convertible Notes(4)

249

—

2014 Convertible Notes(5)

206

206

Existing 9¼% Senior Notes due 2016

350

350

Additional notes, offered hereby(6)

—

99

Total unsecured debt

1,316

1,246

Mortgage loan securitization debt certificates, at fair value(7)

25

25

Total debt

6,561

6,491

Stockholders’ Equity:(8)

Preferred stock, $0.01 par value; 1,090,000 shares authorized, and as adjusted; none issued or outstanding as at September 30, 2011, and as adjusted

—

—

Common stock, $0.01 par value; 273,910,000 shares authorized, and as adjusted; 56,340,713 issued and outstanding as at September 30, 2011, and as adjusted

1

1

Additional paid-in capital

1080

1080

Retained earnings

325

325

Accumulated other comprehensive income

21

21

Total PHH Corporation stockholders’ equity

1,427

1,427

Noncontrolling interest

15

15

Total equity

1,442

1,442

Total capitalization

$

8,003

$

7,933