PHH Corporation Enters Into Definitive Agreement to be Acquired by Ocwen Financial Corporation in an All Cash Transaction
2018年2月28日 - 6:35AM
ビジネスワイヤ(英語)
PHH Corporation (NYSE: PHH) ("PHH" or the "Company") today
announced that it has entered into a definitive agreement in which
Ocwen Financial Corporation (NYSE: OCN) (“Ocwen”) will acquire all
of the Company’s outstanding shares of common stock in an all cash
transaction valued at $360 million, or $11.00 per fully-diluted
share, representing a premium of 24% over the closing price of
PHH’s common stock of $8.84 on February 26, 2018. As part of the
transaction, Ocwen will assume $119 million of PHH’s outstanding
unsecured debt.
Robert B. Crowl, President and Chief Executive Officer of PHH
Corporation, said, “We are pleased to have reached an agreement
with Ocwen for the sale of our Company. This decision follows a
comprehensive assessment of the risks and opportunities associated
with operating the business and the strategic alternatives
available to us. The Board and management believe the sale of the
Company to Ocwen represents the best opportunity to maximize
shareholder value.”
Ron Faris, President and Chief Executive Officer of Ocwen,
commented, “The combination of Ocwen and PHH will result in a
strong non-bank mortgage servicer with a robust servicing
capability. Ocwen will significantly benefit from PHH’s experienced
workforce and their expertise on the MSP servicing platform. We
look forward to the opportunity to provide our industry leading
capabilities to PHH’s customers and servicing clients.”
Subject to the satisfaction of various closing conditions,
including regulatory and shareholder approvals, the transaction is
targeted to close in the third or fourth quarter of 2018. The
agreement may be terminated by Ocwen if, among other things, the
Company’s unrestricted cash or net worth decline below certain
threshold amounts. Following closing, shares of PHH common stock
will no longer be listed on the New York Stock Exchange.
Credit Suisse served as financial advisor and Jones Day served
as legal counsel to PHH Corporation on the transaction, and Latham
& Watkins served as legal counsel to the Board of PHH
Corporation.
PHH will provide additional details regarding the transaction
during its strategic transaction conference call at 10:00 am
(Eastern Time) on Wednesday, February 28, 2018. You can access the
conference call by dialing (800) 239-9838 or (323) 794-2551 and
using the conference ID 7092674 approximately 10 minutes prior to
the call. The conference call will also be webcast, which can be
accessed from the Investor Relations page of PHH's website at
www.phh.com/invest under webcasts and presentations.
About PHH Corporation
PHH Corporation (NYSE: PHH), through its subsidiary PHH
Mortgage, is one of the largest subservicers of residential
mortgages in the United States. PHH Mortgage provides servicing and
portfolio retention solutions to investors of mortgage servicing
rights, financial and wealth management institutions, regional and
community banks, and credit unions. Headquartered in Mount Laurel,
New Jersey, the Company has been providing mortgage lending and
servicing solutions since 1984 and is dedicated to responsible and
ethical practices while delivering an exceptional customer
experience. For additional information, please visit
www.phh.com.
Additional Information and Where to Find It
In connection with the proposed transaction, PHH will file a
proxy statement with the Securities and Exchange Commission
(“SEC”). Stockholders are strongly advised to read the proxy
statement and any other relevant documents filed with the SEC as
they become available because they will contain important
information about the proposed transaction. Stockholders may obtain
a copy of the proxy statement when available along with other
documents filed by the Company, free of charge, by contacting PHH
Investor Relations: in writing at PHH Corporation, 3000 Leadenhall
Road, Mount Laurel, NJ 08054, by telephone at (856) 917-7405, by
email at investor.relations@phh.com, or by accessing the PHH
website at www.phh.com, or the SEC website at www.sec.gov.
Participants in Solicitation
The Company and its directors, executive officers, and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed transaction. Information regarding
the interests of such directors and executive officers in the
solicitation will be more specifically set forth in the proxy
statement concerning the proposed transaction that will be filed
with the SEC. In addition to the proxy statement, PHH files annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information at the SEC public reference room in
Washington, D.C. Please call the SEC at 1-800-SEC-3030 for further
information on the public reference rooms. PHH’s filings with the
SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
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.”
Stockholders should understand that forward-looking statements
are not guarantees of performance or results and are preliminary in
nature. Factors that may cause actual results to differ from
expected results include, among others: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the agreements with Ocwen; the risk that PHH’s
stockholders may not approve the merger; the risk that the
necessary regulatory approvals for the merger may not be obtained
or may be obtained subject to conditions that are not anticipated;
the risk that PHH’s cash and/or net worth may decline below the
threshold levels specified in the merger agreement; risks that
Ocwen may not have sufficient funds to consummate the merger; risks
that PHH’s business may suffer as a result of uncertainties
surrounding the proposed transaction; litigation or other legal
proceedings relating to the proposed transaction; unexpected costs,
charges or expenses resulting from the proposed transaction; risks
related to the disruption of management time from ongoing business
operations due to the proposed transaction; the effect of the
announcement of the proposed transactions and the PHH’s plans,
including impact on PHH’s relationships with customers, regulators,
lenders and employees; other risks to the consummation of the
transaction, including the risk that the transactions will not be
consummated within the expected time period or at all; unfavorable
economic conditions in the markets PHH serves; changes in laws or
regulations; and other risks and uncertainties described under the
heading “Cautionary Note Regarding Forward-Looking Statements” and
“Risk Factors” in the Company’s periodic reports filed with the
SEC, including the Company’s 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 the Company or the
Company’s businesses generally. Such periodic reports are available
in the “Investors” section of the Company’s website at
http://www.phh.com and are also available at http://www.sec.gov.
Except for the Company’s ongoing obligations to disclose material
information under the federal securities laws, applicable stock
exchange listing standards and unless otherwise required by law,
the Company undertakes 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/20180227006562/en/
PHH CorporationInvestorsHugo Arias,
856-917-0108hugo.arias@phh.comorMediaDico Akseraylian,
856-917-0066dico.akseraylian@phh.com
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