UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(AMENDMENT No. __________)*
PHH Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
693320202
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(CUSIP Number)
Alan Fournier
c/o Pennant Capital Management LLC
40 Main Street
Chatham, NJ 07928
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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CUSIP No. 693320202 SCHEDULE 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
Pennant Capital Management, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,689,800
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BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,689,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,689,800
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
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14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 693320202 SCHEDULE 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
Alan Fournier
c/o Pennant Capital Management, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,689,800
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BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,689,800
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,689,800
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 693320202 SCHEDULE 13D Page 4 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock"), of PHH Corp., a Maryland corporation (the
"Issuer"). The principal executive offices of the Issuer are located at: 3000
Leadenhall Road, Mt. Laurel, New Jersey 08054.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this statement on Schedule 13D are
Pennant Capital Management, LLC, a Delaware limited liability company ("Pennant
Capital") and Alan Fournier, a United States citizen ("Fournier"), collectively
referred to herein as the "Reporting Persons". The filing of this statement on
Schedule 13D and any future amendments hereto, and the inclusion of information
herein and therein, shall not be construed as an admission that any of the
Reporting Persons, for the purpose of Section 13(d) of the Act or otherwise, is
the beneficial owner of any shares of Common Stock owned by any other person or
entity.
(b) The principal business address for Pennant Capital is 40 Main Street
Chatham, New Jersey 07928. The principal business address for Alan Fournier is
c/o Pennant Capital Management, LLC, 40 Main Street, Chatham, New Jersey 07928.
(c) Pennant Capital is the manager of each of Pennant Offshore Partners,
Ltd., a Cayman Islands company ("Offshore"), Pennant Onshore Partners, LP, a
Delaware limited partnership ("Onshore"), Pennant Onshore Qualified, LP, a
Delaware limited partnership ("Qualified"), Pennant Spinnaker Fund, LP, a
Delaware limited partnership ("Spinnaker"), Pennant Windward Fund, LP, a
Delaware limited partnership ("Windward LP") and Pennant Windward Fund, Ltd., a
Cayman Islands company ("Windward Ltd.")(collectively referred to herein as the
"Funds"), and consequently has voting control and investment discretion over the
securities held by the Funds. Alan Fournier is the managing member of, and
thereby controls, Pennant Capital.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Pennant Capital is a Delaware limited liability company. Fournier is a
citizen of the United States.
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CUSIP No. 693320202 SCHEDULE 13D Page 5 of 7 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Funds for the purchase of the shares of Common Stock reported herein to be
held by Offshore, Onshore, Qualified, Spinnaker, Windward LP and Windward Ltd.
were derived from their respective general working capital and margin account
borrowings made in the ordinary course of business. A total of approximately
$75.16 million was paid to acquire the shares of Common Stock reported herein.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons originally acquired the shares of Common Stock for
investment purposes in the ordinary course of business because they believed the
shares to be undervalued and represented an attractive investment opportunity.
On March 15, 2007, the Issuer announced that it had entered into a definitive
merger agreement (the "Merger Agreement") to be acquired by GE Capital Solutions
(the "Merger"). Under the terms of the Merger Agreement, shareholders of the
Issuer would receive $31.50 per share in cash at the closing of the Merger. The
Reporting Persons do not believe that the merger consideration adequately values
the Issuer and, accordingly, do not believe that the Merger is in the best
interest of the shareholders of the Issuer. Consequently, based on the currently
available information and terms, the Reporting Persons intend at this time to
vote against the Merger. The Reporting Persons and their representatives intend
to monitor developments relating to the proposed Merger including any details
relating thereto, on a continuing basis. At any time and from time to time, the
Reporting Persons may engage in discussions with members of the Board of
Directors of the Issuer and management of the Issuer as well as with other
shareholders of the Issuer and other interested parties regarding the Merger,
potential alternatives and other matters of interest to the Issuer's
shareholders and with respect to the Reporting Persons' investment in the shares
of the Issuer, including, without limitation, the business, operations,
governance, management, strategy and future plans of the Issuer. The Reporting
Persons also reserve their right to review or reconsider their position and/or
change their purpose and/or formulate plans or proposals with respect thereto.
Except as described herein, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. Depending on various factors, including, without limitation, the status of
the proposed Merger and alternatives thereto, the terms of the Merger or any
alternative thereto that may arise, the outcome of the discussions, if any,
referenced above, the Issuer's financial position and business strategy, the
price levels of the shares of Common Stock, and conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer
as they deem appropriate including, without limitation, voting their shares of
Common Stock to support or oppose the Merger or an alternative, tendering into
an offer to purchase the Issuer's Common Stock, purchasing additional shares of
Common Stock or any of the Issuer's debt or other equity securities, selling or
otherwise disposing of some or all of their shares of Common Stock or any of the
Issuer's debt or other equity securities, short selling or otherwise hedging
some or all of their shares of Common Stock or any of the Issuer's debt or other
equity securities, in each case, in the open market or in privately negotiated
transactions or otherwise, or changing their intention with respect to any and
all matters referred to in this Item 4.
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CUSIP No. 693320202 SCHEDULE 13D Page 6 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) Pennant Capital is the manager of each of Offshore, Onshore,
Qualified, Spinnaker, Windward LP and Windward Ltd., and consequently has voting
control and investment discretion over the securities held by each of Offshore,
Onshore, Qualified, Spinnaker, Windward LP and Windward Ltd. As of the date
hereof, the Funds collectively hold 5.0% of the outstanding shares of Common
Stock of the Issuer. Alan Fournier is the managing member of, and thereby
controls, Pennant Capital. The foregoing should not be construed in and of
itself as an admission by any Reporting Person as to beneficial ownership of
shares of Common Stock owned by another Reporting Person. In addition, each of
Pennant Capital and Alan Fournier disclaims beneficial ownership of shares of
Common Stock owned respectively by Offshore, Onshore, Qualified, Spinnaker,
Windward LP and Windward Ltd. The percentages used herein are based upon the
53,506,822 shares of Common Stock reported to be outstanding as of November 10,
2006 by the Issuer in its Annual Report on Form 10-K for the period ended
December 31, 2005, filed with the Securities and Exchange Commission on November
22, 2006.
(c) Information concerning transactions in the shares of Common Stock
effected by the Reporting Persons during the past sixty days is set forth in
Appendix I hereto.
(d) No person other than the Reporting Persons is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock held by Pennant Capital.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as otherwise set forth herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as appendices and exhibits:
Appendix I: Transactions Effected During the Past Sixty Days
Appendix II: Joint Filing Agreement
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CUSIP No. 693320202 SCHEDULE 13D Page 7 of 7 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 22, 2007
PENNANT CAPITAL MANAGEMENT LLC
By: /s/ Alan Fournier
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Alan Fournier, Managing Member
/s/ Alan Fournier
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Alan Fournier
APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
(All transactions were regular market transactions effected on The NYSE)
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Date of Person Amount of Price per
transaction effecting securities share
transaction Bought/ or unit
(Sold)
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01/25/07 Spinnaker 65,000 28.50
02/28/07 Windward Ltd. 60,000 28.44
03/01/07 Windward LP 89,990 28.30
03/01/07 Windward Ltd. 168,710 28.30
03/01/07 Windward LP 22,840 28.09
03/01/07 Windward Ltd. 34,660 28.09
03/01/07 Offshore (126,940) 28.28
03/01/07 Onshore (9,500) 28.28
03/01/07 Qualified (112,260) 28.28
03/01/07 Spinnaker (10,000) 28.28
03/15/07 Offshore 15,460 31.07
03/15/07 Onshore 4,210 31.07
03/15/07 Qualified LP 9,470 31.07
03/15/07 Spinnaker LP 5,930 31.07
03/15/07 Windward LP 19,830 31.07
03/15/07 Windward Ltd. 30,100 31.07
03/16/07 Offshore 3,640 31.16
03/16/07 Onshore 990 31.16
03/16/07 Qualified 2,230 31.16
03/16/07 Spinnaker 1,400 31.16
03/16/07 Windward LP 4,670 31.16
03/16/07 Windward Ltd. 7,070 31.16
APPENDIX II
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D may be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained herein and therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
others, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
Dated: March 22, 2007
PENNANT CAPITAL MANAGEMENT LLC
By: /s/ Alan Fournier
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Alan Fournier, Managing Member
/s/ Alan Fournier
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Alan Fournier