PHH Corporation 8k 7-21-05
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): July 15,
2005
__________________
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
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MARYLAND
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1-7797
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52-0551284
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
On
July
15, 2005, Chesapeake Funding, LLC (“Chesapeake”), a wholly-owned subsidiary of
PHH Corporation (the “Company”), entered into the Series 2005-1 Indenture
Supplement (the “Supplement”) to the Base Indenture dated June 30, 1999, as
amended (the “Indenture”), pursuant to which Chesapeake issued $100 million of
variable funding notes (the “Notes”). This additional asset-backed debt capacity
will be used to support the acquisition of vehicles used by PHH Vehicle
Management Services, LLC, doing business as PHH Arval (“PHH Arval”), a
wholly-owned subsidiary of the Company, in its fleet leasing operations. The
parties to the Supplement include Chesapeake as issuer, PHH Arval as
administrator, JPMorgan Chase Bank, National Association as administrative
agent
and indenture trustee, and certain other commercial paper conduit purchasers,
funding agents and banks. The Supplement is scheduled to expire on July 14,
2006, subject to any extensions made thereto.
The
terms
and conditions of the Notes are substantially similar to those of Chesapeake’s
existing variable funding notes. The Notes are collateralized by leased vehicles
and related assets, which are not available to pay the Company’s general
obligations. The vehicle titles used to collateralize the Notes are held in
a
bankruptcy remote trust, which acts as lessor under operating and direct
financing lease agreements. The holder of the Notes will receive cash flows
from
the lease agreements and other related receivables as well as proceeds from
the
sale of the vehicles. Chesapeake’s ability to draw under the Notes is subject to
there being no termination of PHH Arval’s role as servicer of the underlying
lease assets as a result of its bankruptcy, insolvency or default in the
performance of its servicing obligations.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information provided in response to Item 1.01, Entry
into Material Definitive Agreement,
above is
incorporated by reference in response to this Item.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PHH
CORPORATION
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By:
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/s/
William F. Brown
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Name:
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William
F. Brown
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Title:
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Senior
Vice President, General Counsel and Secretary
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Dated:
July 21, 2005
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