UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 6, 2010
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND
(State or other jurisdiction
of incorporation)
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1-7797
(Commission File Number)
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52-0551284
(IRS Employer
Identification No.) |
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 917-1744
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On August 6, 2010, PHH Corporation (the “Company” or “PHH”) entered into a Purchase Agreement
with Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc.,
and RBS Securities Inc., as representatives of several initial purchasers named therein (“Initial
Purchasers”), relating to the issuance and sale of $350 million aggregate principal amount of the
Company’s 9.25% senior secured notes due 2016 (the “notes”) at an issue price of 100%. The net
proceeds from the offering of the notes will be used to repay borrowings under PHH’s Amended and
Restated Competitive Advance and Revolving Credit Agreement, and to the extent any proceeds remain,
for general corporate purposes. Subject to customary closing conditions, this offering is expected
to close on August 11, 2010.
The Purchase Agreement includes customary representations, warranties and covenants. Under the
terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against
certain liabilities.
Certain of the Initial Purchasers and their affiliates provide or may in the future provide
certain commercial banking, financial advisory and investment banking services for us and certain
of our affiliates, for which they receive customary fees. In addition, affiliates of the Initial
Purchasers are lenders and/or agents under PHH’s Amended and Restated Competitive Advance and
Revolving Credit Agreement, dated as of January 6, 2006, as amended (the “Amended Credit
Facility”), and certain other existing funding arrangements to which PHH or certain of its
subsidiaries are parties, including a variable-rate committed mortgage warehouse facility between
PHH Mortgage Corporation (“PHH Mortgage”) and the Royal Bank of Scotland plc. Additionally, Banc of
America Securities LLC is affiliated with Merrill Lynch Credit Corporation, one of PHH Mortgage’s
largest private-label clients, as well as Bank of America, N.A., the
purchaser under that certain Mortgage Loan
Participation Purchase and Sale Agreement with PHH Mortgage, dated July 23, 2010.
The notes have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered in the United
States absent registration under the Securities Act or an
applicable exemption from registration requirements of the Securities
Act.
The notes are being offered and sold in a private offering that is exempt from the
registration requirements of the Securities Act solely to: (a) qualified institutional buyers in
the United States, as defined in Rule 144A under the Securities Act in compliance therewith; and
(b) persons outside the United States in reliance on Regulation S of the Securities Act.
Item 8.01 Other Events
On August 6, 2009, PHH Corporation issued a press release announcing the upsizing and pricing
of its offering of $350 million aggregate principal amount of 9.25% senior notes due 2016. A copy
of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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Purchase Agreement, dated August 6, 2010, by and between PHH Corporation, Banc of America
Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and RBS Securities
Inc., as representatives of the Initial Purchasers.* |
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99.1 |
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Press Release of PHH Corporation, dated August 6, 2010. |
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Confidential treatment has been requested for certain portions of this exhibit pursuant to
Rule 24b-2 of the Exchange Act, which portions have been omitted and filed separately with the
SEC. |