PHH Corporation (NYSE: PHH) (“PHH” or the “Company”) today
announced that it has commenced tender offers (each an “Offer” and,
together the “Offers”) to purchase for cash any and all of its
outstanding 7.375% Senior Notes Due 2019 (the “2019 Notes”) and
6.375% Senior Notes Due 2021 (the “2021 Notes” and, together with
the 2019 Notes, the “Notes”). In conjunction with the Offers, PHH
is soliciting (the “Consent Solicitations”) consents (“Consents”)
from registered holders (“Holders”) of the Notes to (i) amend the
indentures which govern the Notes (“Indentures”), (ii) consent to
any and all of the transactions relating to or contemplated by the
Sales (as defined in the Offer to Purchase and Consent Solicitation
Statement (as defined herein)) and (iii) waive any potential
default that may occur resulting from the Sales ((i), (ii) and
(iii), collectively, the “Proposed Actions”).
The following table summarizes the material pricing terms for
the Offers:
CUSIP and/or ISIN Nos.
OutstandingPrincipalAmount
Title of Notes
Early
TenderPayment(1)(2)
Tender OfferConsideration
(1)(3)
TotalConsideration
(1)(3)
693320AR4 / US693320AR46 $275,000,000 7.375% Senior Notesdue 2019
$30.00 $1,070.00 $1,100.00 693320AS2 / US693320AS29 $340,000,000
6.375% Senior NotesDue 2021
$30.00 $1,001.88 $1,031.88
(1) Per $1,000 principal amount of Notes
tendered and accepted for purchase.
(2) Included in the applicable Total
Consideration for Notes tendered and accepted for purchase at or
prior to the applicable Early Tender Deadline.
(3) Does not include accrued and unpaid
interest that will be paid on the Notes accepted for purchase.
This announcement does not contain the full terms and conditions
of the Offers and the Consent Solicitations, which are contained in
the offer to purchase and consent solicitation statement dated June
19, 2017 (the “Offer to Purchase and Consent Solicitation
Statement”) and the related letter of transmittal and consent (the
“Letter of Transmittal and Consent”) (as they may each be amended
or supplemented, the “Offer Documents”). The Company refers Holders
to the Offer Documents for the complete terms and conditions of the
Offers and the Consent Solicitations.
Each Offer and Consent Solicitation will expire at 11:59 p.m.,
New York City time, on July 17, 2017, unless extended or earlier
terminated (such time and date, as the same may be extended, the
“Expiration Time”). The Company reserves the right to extend or
earlier terminate one Offer without making a corresponding change
to the other Offer, and may do so without extending the applicable
Early Tender Deadline (as defined herein) or withdrawal rights.
Holders who validly tender and deliver and do not withdraw or
revoke Notes and Consents at or prior to 5:00 p.m., New York City
time, on June 30, 2017, unless extended or earlier terminated (such
date and time, as the same may be extended with respect to one or
both series of Notes, the “Early Tender Deadline”) will be eligible
to receive the applicable Total Consideration which includes the
applicable Early Tender Payment, the amounts of which are set forth
in the table above with respect to such series of Notes. Holders
who desire to tender their Notes pursuant to an Offer must deliver
a Consent and such Holders may not deliver Consents without
tendering their Notes.
Holders who validly tender and deliver Notes and Consents after
the applicable Early Tender Deadline but at or prior to the
applicable Expiration Time will be eligible to receive only the
applicable Tender Offer Consideration as set forth in the table
above, which represents the applicable Total Consideration less the
applicable Early Tender Payment with respect to such series of
Notes.
Upon the terms and conditions described in the Offer to Purchase
and Consent Solicitation Statement, payment for Notes accepted for
purchase will be made (a) with respect to the Notes validly
tendered and not validly withdrawn at or prior to the applicable
Early Tender Deadline, at the Company’s option, on any day after
the applicable Early Tender Deadline up to and including the
applicable Final Settlement Date, and (b) with respect to
Notes validly tendered after the applicable Early Tender Deadline
but at or prior to the applicable Expiration Time, on the
applicable Final Settlement Date.
In addition, Holders of Notes that are accepted by the Company
will be paid accrued and unpaid interest from the last date on
which interest was paid up to, but excluding, the applicable
settlement date.
Notes may be withdrawn and Consents may be revoked at any time
on or prior to the applicable Early Tender Deadline, but not
thereafter.
In the event that the Company receives the Requisite Consents
(as defined herein) from the Holders of a series of Notes, the
Company will enter into a supplemental indenture (“Supplemental
Indenture”) with respect to such series, reflecting the Proposed
Actions.
Consummation of each Offer and Consent Solicitation is subject
to conditions as set forth in the Offer to Purchase and Consent
Solicitation Statement, including, amongst others: (i) the receipt
of Consents from Holders of a majority in aggregate principal
amount of the Notes of such series then outstanding (excluding any
Notes held by us or our affiliates) (the “Requisite Consents”); and
(ii) the Company's successful completion of one or more sales of
the Company's mortgage servicing rights (the “MSRs”), together with
all related servicing advances (the “Advances”), pursuant to that
certain agreement dated as of December 28, 2016 by and between New
Residential Mortgage LLC, PHH Mortgage Corporation and the Company,
which sales represent an aggregate of at least $450 million of book
value of the MSRs and Advances on the Company's balance sheet as of
March 31, 2017. The Company may amend or waive any condition with
respect to one Offer without taking a corresponding action to the
other Offer.
The Proposed Actions will eliminate or modify substantially all
of the restrictive covenants as well as certain events of default
and other provisions contained in each of the Indentures, give
effect to the consent to the Sales and waive any potential default
that may occur resulting from the Sales, including if the Sales
constitute all or substantially all of the Company's assets.
Subject to applicable law, the Company may extend, amend or
terminate an Offer and Consent Solicitation. Capitalized terms used
in this release and not defined herein have the meanings given them
in the Offer to Purchase and Consent Solicitation Statement.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC are the Dealer Managers in connection with the Offers and the
Consent Solicitations. For additional information regarding the
terms of the Offers, please contact: Citigroup at (800) 558-3745
(toll free) or (212) 723-6106 (collect) or Credit Suisse at (800)
820-1653 (toll free) or (212) 325-2476 (collect). Requests for
documents may be directed to Global Bondholder Services
Corporation, which is acting as the information agent and tender
agent for the Offers and the Consent Solicitations, at (866)
470-4200 (toll-free).
This press release does not constitute a solicitation of
Consents of Holders of the Notes and shall not be deemed a
solicitation of Consents with respect to any other securities of
the Company. The Offers and the Consent Solicitations will be made
solely pursuant to the Offer Documents. All statements herein
regarding the terms of the Offers and the Consent Solicitations,
the Proposed Actions (including the proposed Waivers), the
Supplemental Indentures and the Indentures are qualified in their
entirety by reference to the text of the Offer Documents, the
Supplemental Indentures and the Indentures. The completion of the
Offer and the Consent Solicitation and the execution of the
Supplemental Indentures are subject to a number of conditions. No
assurance can be given that any such Consent Solicitations can or
will be completed on terms that are acceptable to the Company, or
at all, or that one or both of the Supplemental Indentures will be
executed.
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 SEC, 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170619006191/en/
PHH CorporationInvestorsHugo Arias,
856-917-0108hugo.arias@phh.comorMediaDico Akseraylian,
856-917-0066dico.akseraylian@phh.com
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