PHH Corporation 8-K
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): December 21,
2006
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))
Item
8.01. Other Events.
As
disclosed in the Annual Report on Form 10-K for the year ended December 31,
2005
filed by PHH Corporation (the “Company”, “we”, “us” or “our”) on November 22,
2006, we have previously obtained waivers and continue to seek additional
waivers extending the deadlines for the delivery of certain of our consolidated
financial statements and the financial statements of our subsidiaries, and
other
documents related to such financial statements, to certain lenders, trustees
and
other third parties in connection with certain of our financing, servicing,
hedging and related agreements and instruments (collectively, our “Financing
Arrangements”).
On
December 21, 2006, we obtained additional waivers (collectively, the “Extended
Waivers”), waiving certain potential breaches of covenants and extending the
deadlines for the delivery of financial statements for the quarters ended March
31, 2006, June 30, 2006, September 30, 2006, and March 31, 2007, and for the
year ended December 31, 2006, with respect to the following Financing
Arrangements:
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The
$1.3 billion Five-Year Amended and Restated Competitive Advance and
Revolving Credit Agreement dated January 6, 2006 (the
“Revolving Credit Agreement), among us, the lenders named therein
and JPMorgan Chase Bank, National Association (“JPMorgan”), as
Administrative Agent;
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The
$750 million Credit Agreement dated July 21, 2006, among us, the
lenders
named therein and JPMorgan, as Administrative
Agent;
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The
$500 million Revolving Credit Agreement dated April 6, 2006, among
us, the
lenders named therein and JPMorgan, as Administrative
Agent;
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The
Amended and Restated Series 2006-2 Indenture Supplement dated as
of
December 1, 2006, to the Base Indenture dated as of March 7, 2006,
among
our wholly owned subsidiary, Chesapeake Funding LLC, as Issuer, our
wholly
owned subsidiary, PHH Vehicle Management Services LLC, as Administrator,
JPMorgan, as Administrative Agent, certain commercial paper conduit
purchasers, certain banks and certain funding agents as set forth
therein,
and The Bank of New York, as Indenture Trustee;
and
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The
Fifth Amended and Restated Master Repurchase Agreement and the Servicing
Agreement, each dated as of October 30, 2006 among our wholly owned
subsidiary,
PHH Mortgage
Corporation, Barclays Bank and Sheffield Receivables
Corporation.
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Under
the
Extended Waivers, the deadlines for delivery of the financial statements
are as
follows: (a) for the quarters ended March 31, 2006 and June 30, 2006, no
later
than March 30, 2007; (b) for the quarter ended September 30, 2006, no later
than
the earlier of (i) April 30, 2007 or (ii) one business day prior to the date
on
which the principal amount of any of our outstanding public notes shall become
due and payable as
a
result of certain potential events of default relating to the failure to
deliver
financial statements under the terms of the Indenture dated November 6,
2000
(the
“Indenture”) between us and Bank One Trust Company, N.A., as Trustee; and (c)
for the year ended December 31, 2006 and the quarter ended March 31, 2007,
no
later than June 29, 2007.
Also
on
December 26, 2006, Supplemental Indenture No. 2 (“Supplemental Indenture No. 2”)
to the Base Indenture dated as of December 11, 1998 (the Base Indenture,
as
amended and supplemented, the "BG Indenture") between Bishop’s Gate Residential
Mortgage Trust (“Bishop’s Gate”), a consolidated special purpose entity, as
Issuer, and the Bank of New York, as Indenture Trustee, became effective.
Supplemental Indenture No. 2 waives certain potential breaches of covenants
and
extends the deadlines for delivery of our financial statements under the
BG
Indenture. Also executed was a related extension of our previously obtained
waiver (the "Extended Liquidity Waiver") under the Liquidity Agreement for
Bishop's Gate's commercial paper program (the "Liquidity Agreement"), waiving
certain potential events of default and consenting to the entry by Bishop’s Gate
into Supplemental Indenture No. 2. Under the combination of Supplemental
Indenture No. 2, the Extended Liquidity Waiver and the waiver described above
under the Revolving Credit Agreement, the deadlines for delivery of our
financial statements under the BG Indenture and the Liquidity Agreement are
as
follows: (a) for the quarters ended March 31, 2006 and June 30, 2006, no
later
than March 30, 2007; (b) for the quarter ended September 30, 2006, no later
than
the earlier of (i) April 30, 2007 or (ii) one business day prior to the date
on
which the principal amount of any of our outstanding public notes shall become
due and payable as a result of certain potential events of default relating
to
the failure to deliver financial statements under the terms of the Indenture;
(c) for the year ended December 31, 2006 and the quarter ended March 31,
2007,
no later than June 29, 2007.
Under
certain of our Financing Arrangements, the lenders or trustees have the right
to
notify us if they believe we have breached a covenant under the operative
documents and may declare an event of default. If one or more notices of default
were to be given, we believe we would have various periods in which to cure
such
events of default. If we do not cure the events of default or obtain necessary
waivers within the required time periods or certain extended time periods,
the
maturity of some of our debt could be accelerated and our ability to incur
additional indebtedness could be restricted. Moreover, defaults under certain
of
our Financing Arrangements would trigger cross-default provisions under certain
of our other Financing Arrangements. We also obtained certain waivers and may
need to seek additional waivers extending the date for delivery of the financial
statements of our subsidiaries and other documents related to such financial
statements to certain regulators, investors in mortgage loans and other third
parties in order to satisfy state mortgage licensing regulations and certain
contractual requirements. We will continue to seek similar waivers as may be
necessary in the future.
There
can
be no assurance that any required waivers will be received on a timely basis,
if
at all, or that any waivers obtained, including the waivers we have already
obtained as described above, will extend for a sufficient period of time to
avoid an acceleration event, an event of default or other restrictions on our
business operations. Moreover, failure to obtain waivers could be material
and
adverse to our business, liquidity and financial condition.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibit
None
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended. These statements
are
subject to known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Statements preceded by, followed by or that
otherwise include the words "believes", "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" are generally forward-looking in nature and not historical
facts. For example, the statements that we continue to seek additional waivers
and that we believe we would have various periods in which to cure events of
default are forward looking statements.
You
should consider the areas of risk described under
the
heading “Cautionary
Note Regarding Forward-Looking Statements” in our periodic reports under the
Securities Exchange Act of 1934, as amended, and those risk factors included
as
“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2005,
in
connection with any forward-looking statements that may be made by us and our
businesses generally. Except for our ongoing obligations to disclose material
information under the federal securities laws, we undertake no obligation to
release publicly any updates or revisions to any forward-looking statements,
to
report events or to report the occurrence of unanticipated events unless
required by law.
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/
Clair M. Raubenstine
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Name: Clair
M. Raubenstine
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Title:
Executive
Vice President and Chief Financial Officer
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Dated:
December 27, 2006
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