PHH Corporation Announces Final Exchange Ratio for its Offer to Exchange its 6.00% Convertible Senior Notes Due 2017
2015年6月16日 - 5:26AM
Mount Laurel, NJ - June 15, 2015 - PHH Corporation
(NYSE: PHH) ("PHH", or "we") today announced that it has determined
the final exchange ratio (the "Exchange Ratio") in connection with
its previously announced offer to exchange (the "Offer") any and
all of its 6.00% Convertible Senior Notes Due 2017 (the
"Notes").
In accordance with the terms of the Offer as set
forth in PHH's Offer to Exchange, dated May 6, 2015, as amended
(the "Offer to Exchange") and related Letter of Transmittal, filed
with the Securities and Exchange Commission (the "SEC") as exhibits
to PHH's Schedule TO on May 6, 2015, PHH determined that the
Exchange Ratio for the Offer is 41.4611 shares of PHH common stock
for each $1,000 principal amount of Notes accepted for
exchange.
The total number of shares of common stock
issuable for each $1,000 principal amount of Notes accepted for
exchange is equal to the sum of the daily settlement amounts for
each trading day during the twenty five trading days ending on, and
including, June 15, 2015, being the expiration date for the Offer.
The daily settlement amount for each trading day is equal to the
quotient of: (a) 1/25 multiplied by (b) (i) 78.2014 shares of PHH
common stock multiplied by the weighted average trading price of
PHH common stock on such trading day, minus (ii) 1,000, divided by
(c) such weighted average trading price of PHH common stock. The
mandatory extension of the Offer provided for under the Offer
documents did not apply as the Exchange Ratio is lower than
42.4871, the maximum number of shares of PHH common stock that may
be issued per $1,000 principal amount of Notes in the Offer.
The Offer is scheduled to expire at 11:59 p.m.,
New York City time, on Monday, June 15, 2015, unless extended or
earlier terminated, and is expected to settle on or about Thursday,
June 18, 2015. To receive the offer consideration, holders must
validly tender and not withdraw their Notes prior to the expiration
of the Offer.
The Offer is being made pursuant to an Offer to
Exchange and related documents. The completion of the
Offer is subject to conditions described in the Offer documents.
Subject to applicable law, PHH may waive the conditions applicable
to the Offer or extend, terminate or otherwise amend the Offer. The
Offer is not contingent upon any minimum tender of Notes.
Citigroup is acting as PHH's sole financial
advisor in connection with the Offer. Citigroup has not been
retained to, and will not, solicit acceptances of the Offer or make
any recommendations with respect thereto.
This press release is not an offer to exchange, or
a solicitation of an offer to exchange, any Notes. The Offer is
being made only on the terms and subject to the conditions
described in the Offer to Exchange and related documents,
distributed to holders of Notes, who are advised to read such
documents because they contain important information. Copies of the
Offer to Exchange and related documents have been filed with the
Securities and Exchange Commission as exhibits to the Schedule TO
and are available for free at the Securities and Exchange
Commission's web site at www.sec.gov.
Holders of Notes may address questions about the
Offer or make requests for copies of the Offer to Exchange and
related documents for free to Global Bondholder Services
Corporation, the information agent for the Offer, by calling (212)
430-3774.
About PHH
Corporation
Headquartered in Mount Laurel, New Jersey, PHH Corporation is a
leading provider of end-to-end mortgage solutions through its
subsidiary, PHH Mortgage. Its outsourcing model and proven
expertise, combined with a strong commitment to operational
excellence and customer service, has enabled PHH Mortgage to become
one of the largest non-bank originators and servicers of
residential mortgages in the United States. PHH Mortgage provides
mortgage solutions for the real estate market and financial
institutions, and offers home financing directly to consumers.
Forward-Looking Statements
Certain statements in this press release are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Generally, forward looking-statements are not
based on historical facts but instead represent only our current
beliefs regarding future events. All forward-looking statements
are, by their nature, subject to risks, uncertainties and other
factors that could cause actual results, performance or
achievements to differ materially from those expressed or implied
in such forward-looking statements. Investors are cautioned not to
place undue reliance on these forward-looking statements. Such
statements may be identified by words such as "expects,"
"anticipates," "intends," "projects," "estimates," "plans," "may
increase," "may fluctuate" and similar expressions or future or
conditional verbs such as "will," "should," "would," "may" and
"could."
You should understand that forward-looking
statements are not guarantees of performance or results and are
preliminary in nature. You should consider the areas of risk
described under the heading "Cautionary Note Regarding
Forward-Looking Statements" and "Risk Factors" in our periodic
reports filed with the U.S. Securities and Exchange Commission,
including our most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, in connection with any forward-looking
statements that may be made by us or our businesses generally. Such
periodic reports are available in the "Investors" section of our
website at http://www.phh.com and are also available at
http://www.sec.gov. Except for our ongoing obligations to disclose
material information under the federal securities laws, applicable
stock exchange listing standards and unless otherwise required by
law, we undertake no obligation to release publicly any updates or
revisions to any forward-looking statements or to report the
occurrence or non-occurrence of anticipated or unanticipated
events.
Contact Information:
Investors
Rob Crowl
robert.crowl@phh.com
(856) 917-7118
Media
Dico Akseraylian
dico.akseraylian@phh.com
(856) 917-006
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: PHH Corporation via Globenewswire
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