PHH to Nominate James Neuhauser and Kevin
Stein for Election as Directors at 2017 Annual Meeting
Thomas P. Gibbons and Deborah M. Reif Will
Not Stand for Re-election at 2017 Annual Meeting
PHH Corporation (NYSE: PHH) today announced that it has
entered into an agreement with EJF Capital LLC, EJF Debt
Opportunities Master Fund, L.P. and EJF Debt Opportunities GP, LLC
(collectively, “EJF”). EJF and its affiliates beneficially own an
aggregate of approximately 9.9% of the Company’s common stock.
Under the terms of the agreement, following the review and
recommendation of the Corporate Governance Committee and approval
by the Board, the Company agreed to nominate James Neuhauser and
Kevin Stein for election to the Company’s Board of Directors at the
Company’s 2017 annual meeting of stockholders. EJF has agreed to
vote the shares of the Company’s common stock beneficially owned by
it in favor of all of the Company’s nominees at the 2017 annual
meeting.
In connection with the execution of the agreement, the Company
appointed Mr. Neuhauser and Mr. Stein to serve as observers to the
Board until the 2017 annual meeting. If Mr. Neuhauser and Mr. Stein
are elected to the Board at the 2017 annual meeting, the Company
has also agreed to cause each of the Board’s committees to include
at least one of them during an applicable commitment period, which
is expected to run until the thirtieth day prior to the deadline
for submission of stockholder nominations and proposals in
accordance with the Company’s by-laws for the Company’s 2018 annual
meeting of stockholders.
On April 27, 2017, Thomas P. Gibbons and Deborah M. Reif
notified the Board that they decided not to stand for re-election
at the 2017 annual meeting for reasons unrelated to the Company’s
agreement with EJF.
“We are grateful for Todd and Debbie’s many years of outstanding
service to the Board and wish them well in the future. We look
forward to a smooth transition and to maintaining a balanced mix of
qualified, diverse Directors with the requisite skills and
experience to understand the business, risks, challenges and
opportunities ahead for PHH,” said James Egan, Non-Executive
Chairman of the Board of PHH. “Jim and Kevin bring broad and deep
experience in the mortgage and financial services industries, and
their collective expertise will be a welcome contribution as we
execute our strategic plans and remain committed to our
longstanding goal of maximizing value for our shareholders.”
Pursuant to the agreement, EJF has agreed to certain customary
standstill, voting and other provisions. The full agreement between
PHH and EJF will be filed on a Form 8-K with the Securities and
Exchange Commission.
Latham & Watkins is serving as legal counsel to the Company.
Fried, Frank, Harris, Shriver & Jacobson LLP is serving as
legal counsel to EJF.
Biographies
James Neuhauser has served as a Managing Member of
Turtlerock Capital, LLC, a real estate fund investing in luxury
homes in Los Angeles, since 2009. From 2011 to 2016, Mr. Neuhauser
was the Chief Investment Officer at FBR Capital Markets & Co.,
managing a proprietary investment portfolio that averaged $80
million over the five year period. At FBR Capital Markets &
Co., Mr. Neuhauser also served as Head of the Commitment Committee
for ten years and Head of Investment Banking for five years. From
1986 to 1993, he was employed by Trident Financial Group, where he
provided financial and mergers and acquisitions advisory services
to financial institutions.
Kevin Stein is Chief Executive Officer of Resolution
Analytica Corp., a buyer of commercial judgments, and an Operating
Adviser of KCK-US, Inc., a private equity firm. Mr. Stein was
previously a Managing Director in the Financial Institutions Group
of Barclays advising banks, specialty finance companies and
financial sponsors until 2016. Prior to joining Barclays in 2011,
Mr. Stein was a Partner at FBR Capital Markets & Co. advising
banks and specialty finance companies and was Group Head of the
Depository Practice. From 1994 to 2004, Mr. Stein was an executive
of GreenPoint Financial Corporation, a $25 billion bank holding
company based in New York City. During his tenure at GreenPoint,
Kevin’s roles included Director of Strategy and Corporate
Development, Executive Vice President of Mortgage Banking, Chief
Information Officer and Director of Retail Banking. Prior to
joining GreenPoint in 1994, Mr. Stein was an Associate Director of
the Federal Deposit Insurance Corporation, Division of Resolutions.
Mr. Stein is Audit Committee Chairman and a Director of Bedford
Stuyvesant Restoration Corporation, the first community development
corporation in the U.S.
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. For additional information, please visit
www.phh.com.
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.
Important Information for Investors
This communication is not intended to and does not constitute
the solicitation of any vote or approval in any jurisdiction. In
connection with its agreement with EJF, PHH Corporation will file
with the Securities and Exchange Commission (the “SEC”) and mail or
otherwise provide to its shareholders a proxy statement regarding
the agreement, among other matters (the “Proxy Statement”). BEFORE
MAKING ANY VOTING DECISION, PHH CORPORATION’S SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE AGREEMENT OR INCORPORATED BY REFERENCE THEREIN BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE AGREEMENT. PHH
Corporation investors and security holders may obtain a free copy
of the Proxy Statement and other documents that PHH Corporation
files with the SEC (when available) from the SEC’s website at
www.sec.gov and the “Investors” section of http://www.phh.com. In
addition, the Proxy Statement and these other documents may also be
obtained for free from PHH Corporation by contacting Investor
Relations: in writing at PHH Corporation, 3000 Leadenhall Road, Mt.
Laurel, NJ 08054, by telephone at 856-917-7405, or by email at
investor.relations@phh.com.
Certain Information Concerning Participants in the Proxy
Solicitation
PHH Corporation and its directors, executive officers and
employees may be deemed participants in connection with the
solicitation of proxies from PHH Corporation’s shareholders with
respect to its agreement with EJF. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation, including a description of their direct or indirect
interests, by security holdings or otherwise, will be included in
the Proxy Statement that will be filed with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20170428005972/en/
PHH CorporationInvestorsHugo Arias,
856-917-0108hugo.arias@phh.comorMediaDico Akseraylian,
856-917-0066dico.akseraylian@phh.com
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