phh8k.htm
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): January
1,
2008
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
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(Commission
File
Number)
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(IRS
Employer
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of
incorporation)
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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 CFR240.14d-2(b))
¨Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
(a)
Termination
of Merger Agreement
On
January 1, 2008, PHH Corporation (the “Company”)
announced that it has given a notice of termination to General Electric Capital
Corporation (“GECC”),
a
unit of General Electric Company, pursuant to the merger agreement (the “Merger
Agreement”) dated
March 15, 2007 between the Company and GECC. As previously disclosed,
the Merger
Agreement provided that a wholly-owned subsidiary of GECC would merge with
and
into the Company (the “Merger”). The
Company terminated
the Merger Agreement pursuant to Section 8.1(b)(ii) because the Merger was
not completed by
December 31, 2007. A copy of the press release announcing the
termination of the Merger Agreement is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
(b)
Termination
of Amendments
to
Certain Agreements
As
previously disclosed in the Current
Report on Form 8-K filed by the Company on March 15, 2007 (the
“March
15, 2007 Form 8-K”), the
Company and certain of its subsidiaries previously entered into certain
agreements providing for
necessary third-party waivers and consents to the Merger and related
transactions.
Realogy
Corporation
The
Company and its subsidiaries, PHH
Mortgage Corporation (“PHH
Mortgage”)
and
PHH Broker Partner Corporation;
Realogy Real Estate
Services Group, LLC (formerly Cendant Real Estate Services Group, LLC), Realogy
Services Venture Partner Inc. (formerly known as Cendant Real Estate Services
Venture Partner, Inc.), Century 21 Real Estate LLC, Coldwell Banker Real Estate
Corporation, ERA Franchise Systems, Inc., Sotheby’s International Realty
Affiliates, Inc., each a subsidiary of Realogy Corporation;
TM
Acquisition Corp; and PHH
Home Loans LLC entered into a Consent and Amendment (the
“Consent”)
on March 14,
2007.
The
Consent revised certain change in control,
non-compete,
fee and other provisions as
disclosed in the March 15, 2007 Form 8-K. The amendments reflected
in the Consent were going to
be effective immediately
prior to the closing of the sale of the Company’s mortgage business by GECC to an
affiliate of The
Blackstone Group. The
Consent
will terminate
and be void without any further action
on the part
of the Company as a result of the termination of the Merger Agreement described
above in Item 1.02(a).
Merrill
Lynch
Credit
Corporation
PHH
Mortgage and Merrill Lynch Credit
Corporation (“Merrill
Lynch”) entered into a
Waiver and Amendment Agreement (the “Waiver”)
on
March 14, 2007. Merrill
Lynch waived certain enumerated rights under its existing contracts with the
Company and its subsidiaries as disclosed in the March 15, 2007 Form
8-K. The Waiver will terminate and be void without any further action
on the part of the Company as a result of the termination of the Merger
Agreement described above in Item 1.02(a).
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits
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99.1
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Press
release dated January
1, 2008 issued by
PHH
Corporation.
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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 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. You should understand that these statements are
not
guarantees of performance or results and are preliminary in nature. Statements
preceded by, followed by or that otherwise include the words “believes”,
“expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may
increase”, “may result”, “will result”, “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.
You
should consider the areas of risk
described under the heading “Cautionary Note Regarding Forward-Looking
Statements” in our periodic reports filed with the Securities
and Exchange
Commission 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, 2006 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007, 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:
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Clair
M.
Raubenstine
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Title:
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Executive
Vice President and Chief
Financial Officer
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