ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to the statement on Schedule 13D (“Amendment No. 2”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on March 9, 2017 (the “Original Schedule 13D”), as further amended by the Amendment No. 1 filed on March 17, 2017, regarding the common stock, par value $0.01 per share (the “Common Stock”), of PHH Corporation, a Maryland corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054.
As of April 28, 2017, as reflected in this Amendment No. 2, the Reporting Persons beneficially owned an aggregate of
5,292,329
shares of Common Stock (the "Subject Shares").
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Original Schedule 13D or the Amendment No. 1 thereto. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Original Schedule 13D.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
The following amends and restates the information set forth under Item 4. of the Original Schedule 13D in its entirety.
The Subject Shares were acquired by the Debt Fund for investment purposes. The Reporting Persons have engaged in discussions with management of the Issuer and the Issuer’s board of directors (“Board”) regarding the composition of the Board , as well as the Issuer’s plan to monetize its assets and return capital to investors (the “Issuer Plan”). The Reporting Persons discussed the Issuer Plan with the Board and on, March 9, 2017, submitted to the Issuer a Notice of Stockholder Nomination of Individuals for Election as Directors at the 2017 Annual Meeting of Stockholders of PHH Corporation (the “2017 Annual Meeting”) pursuant to which the Reporting Persons nominated two highly qualified candidates, James Neuhauser and Kevin Stein as nominees for election to the Board at the Issuer’s 2017 annual meeting of shareholders (the “
Notice of Nomination”).
The Reporting Persons believe that Messrs. Neuhauser and Stein, both of whom are independent from the Issuer, possess the requisite industry expertise necessary to work to enhance shareholder value.
On April 28, 2017, the Reporting Persons entered into an agreement (the “Agreement”) with the Issuer. Under the terms of the Agreement, the Issuer agreed to nominate each of Mr. Neuhauser and Mr. Stein (each of Mr. Neuhauser and Mr. Stein, or his replacement selected in accordance with the Agreement, an “Investor Nominee”) for election to the Board at the 2017 Annual Meeting of Stockholders, subject to the terms of the Agreement. In addition, in connection with the execution of the Agreement, the Issuer appointed each of the Investor Nominees to serve as an observer to the Board until the 2017 Annual Meeting. If the Investor Nominees are elected to the Board at the 2017 Annual Meeting, the Issuer has agreed that at least one Investor Nominee will serve on each of the Board’s committees from the 2017 Annual Meeting until the thirtieth day prior to the deadline for submission of stockholder nominations and proposals in accordance with the Issuer’s by-laws for the Issuer’s 2018 Annual Meeting of Stockholders (the “Commitment Period”). The Issuer also agreed that the Board’s size shall remain at seven (7) directors throughout the Commitment Period. The Agreement is filed herewith as Exhibit 99.1.
Under the terms of the Agreement, the Reporting Persons have agreed to withdraw the Notice of Nomination. Pursuant to the Agreement, and subject to certain conditions, the Reporting Persons have also agreed to certain standstill and voting provisions during the Commitment Period. Under the voting provisions of the Agreement, the Reporting Persons have agreed during the Commitment Period to vote the Subject Shares in favor of the election of the directors nominated by the Board at the 2017 Annual Meeting.
Other than as set forth above, the Agreement does not require the Reporting Persons to vote the Subject Shares in any particular manner with respect to any proposal that may come before the Issuer’s stockholders at any annual or special meeting. In addition, except as provided in the standstill provisions contained in the Agreement, the Reporting Persons are not restricted from taking actions with respect to any such other proposals. In particular, the Agreement does not require the Reporting Persons to vote the Subject Shares in favor of
the
matters to be voted on at the Special Meeting
and the Reporting Persons reserve the right to vote for or against such matters at the Special Meeting.
The Reporting Persons expect to engage in future discussions with management, Board, other stockholders of the Issuer and other relevant parties concerning the Issuer Plan as well as the business, assets, capitalization, financial condition, operations, management, strategy and future plans of the Issuer. Such discussions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the Debt Fund’s investment in the Issuer as permitted by the terms of the Agreement and as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other equity, other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, “Securities”) in the open market or otherwise as permitted by the terms of the Agreement; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities as permitted by the terms of the Agreement; (iv) taking actions to oppose the Issuer’s plan for PHH 2.0 (as defined and described in the Special Meeting Proxy Statement); and (v) seeking alternatives to the Issuer Plan and PHH 2.0 to maximize shareholder value.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 99.1:
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Letter Agreement among PHH Corporation, EJF Capital LLC, EJF Debt Opportunities Master Fund, L.P. and EJF Debt Opportunities GP, LLC dated April 28, 2017.
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