PHH Corporation (NYSE: PHH) (“PHH” or the “Company”) today
announced results as of the Early Tender Deadline (as defined
below) of its previously announced cash tender offers (the
“Offers”) and consent solicitations (the “Consent Solicitations”),
with respect to 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”) and
the entry into the Supplemental Indentures (as defined below) with
respect to the Notes.
The Offers and the Consent Solicitations are described in and
were made pursuant to the terms and conditions set forth in the
offer to purchase and consent solicitation statement dated June 19,
2017 (the “Offer to Purchase and Consent Solicitation Statement”).
Capitalized terms used in this release and not defined herein have
the meanings given them in the Offer to Purchase and Consent
Solicitation Statement.
As of 5:00 p.m., New York City time, on June 30, 2017 (the
“Early Tender Deadline”), (i) $177,454,000 aggregate principal
amount of the 2019 Notes had been validly tendered and not
withdrawn, which represented approximately 64.53% of the
outstanding aggregate principal amount of the 2019 Notes, and (ii)
$318,407,000 aggregate principal amount of the 2021 Notes had been
validly tendered and not withdrawn, which represented approximately
93.65% of the outstanding aggregate principal amount of the 2021
Notes. On July 3, 2017, the Company accepted for purchase and
payment all of the Notes that were validly tendered and not
withdrawn on or prior to the Early Tender Deadline.
Following receipt of the consent of the holders of at least a
majority in aggregate principal amount of the outstanding 2019
Notes, on July 3, 2017, the Company executed a fourth supplemental
indenture to the indenture governing the 2019 Notes (the “2019
Supplemental Indenture”), and following receipt of the consent of
the holders of at least a majority in aggregate principal amount of
the outstanding 2021 Notes, on July 3, 2017, the Company executed a
fifth supplemental indenture to the indenture governing the 2021
Notes (the “2021 Supplemental Indenture” and, together with the
2019 Supplemental Indenture, the “Supplemental Indentures”). The
Supplemental Indentures reflect the Proposed Actions (as defined in
the Offer to Purchase and Consent Solicitation Statement), which
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 governing the Notes, give effect to the
consent to the Sales (as defined in the Offer to Purchase and
Consent Solicitation Statement) and waive any potential default
that may occur resulting from the Sales. The Supplemental
Indentures will become operative upon payment by the Company with
respect to the Notes, which is expected to be the date hereof. The
Supplemental Indentures will bind all holders of the Notes,
including those that do not give their consent.
Holders of Notes who tendered their 2019 Notes on or prior to
the Early Tender Deadline will receive $1,100.00 per $1,000
principal amount of the 2019 Notes validly tendered (which included
the early tender payment of $30.00 per $1,000 principal amount of
the 2019 Notes), plus any accrued and unpaid interest from the most
recent interest payment date for the 2019 Notes to, but not
including, July 3, 2017. Holders of Notes who tendered their 2021
Notes on or prior to the Early Tender Deadline will receive
$1,031.88 per $1,000 principal amount of the 2021 Notes validly
tendered (which included the early tender payment of $30.00 per
$1,000 principal amount of the 2021 Notes), plus any accrued and
unpaid interest from the most recent interest payment date for the
2021 Notes to, but not including, July 3, 2017. The Company will
settle the transactions on the date hereof.
Holders who validly tender their 2019 Notes after the Early
Tender Deadline, but on or prior to 11:59 p.m., New York City time,
on July 17, 2017, unless extended or earlier terminated by the
Company (the “Expiration Date”), shall receive the tender offer
consideration equal to $1,070.00 per $1,000 principal amount of the
2019 Notes, plus any accrued and unpaid interest on the 2019 Notes
from the most recent interest payment date for the 2019 Notes to,
but not including, the payment date for such Notes. Holders who
validly tender their 2021 Notes after the Early Tender Deadline,
but on or prior to the Expiration Date, shall receive the tender
offer consideration equal to $1,001.88 per $1,000 principal amount
of the 2021 Notes, plus any accrued and unpaid interest on the 2021
Notes from the most recent interest payment date for the 2021 Notes
to, but not including, the payment date for such Notes.
The Consent Solicitations remain open for the submission of
consents by holders of the Notes until the Expiration Date. Notes
tendered pursuant to the Offers and the Consent Solicitations may
no longer be withdrawn because the withdrawal rights expired on the
date hereof when the Supplemental Indentures were executed. Subject
to applicable law, the Company may extend, amend or terminate an
Offer and Consent Solicitation.
Citigroup Global Markets Inc. (“Citigroup”) and Credit Suisse
Securities (USA) LLC (“Credit Suisse”) are the Dealer Managers in
connection with the Offers and the Consent Solicitations. For
additional information regarding the terms of the Offers and the
Consent Solicitations, 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 Consent Solicitation
and shall not be deemed a solicitation of consents with respect to
any other securities of the Company.
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/20170703005294/en/
PHH CorporationInvestorsHugo Arias,
856-917-0108hugo.arias@phh.comorMediaDico Akseraylian,
856-917-0066dico.akseraylian@phh.com
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