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): June 26, 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
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
1.01. Entry into a Material Definitive Agreement.
On June
26, 2008, PHH Mortgage Corporation (“PHH Mortgage”), a wholly-owned subsidiary
of PHH Corporation (“PHH”, “Company”, “we” or “our”), amended its existing $1.0
billion committed mortgage repurchase facility (the “Mortgage Repurchase
Facility”) by executing the Amended and Restated Master Repurchase Agreement
(the “Amended Repurchase Agreement”), among PHH Mortgage, as seller, and The
Royal Bank of Scotland plc (“RBS”), as buyer. The Company also executed a Second
Amended and Restated Guaranty (the “Amended Guaranty”), dated as of June 26,
2008, in favor of RBS and Greenwich Capital Financial Products, Inc., an
affiliate of RBS, with regard to certain of the obligations and covenants of PHH
Mortgage under the Amended Repurchase Agreement and agreements related
thereto.
The
Amended Repurchase Agreement increases the size of the Mortgage Repurchase
Facility to $1.5 billion and extends the expiry date from October 30, 2008 to
June 25, 2009. Furthermore, subject to compliance with the terms of the
Amended Repurchase Agreement and payment of renewal and other fees, the Mortgage
Repurchase Facility will automatically renew for an additional 364-day term
expiring on June 24, 2010. The other terms of the Amended Repurchase Facility
remain substantially the same as prior to the amendment and are consistent with
the financial covenants contained in our Amended and Restated Competitive
Advance and Revolving Credit Agreement, dated as of January 6, 2006, as amended
and modified, among the Company and PHH Vehicle Management Services Inc., a
wholly-owned Canadian subsidiary of the Company, as borrowers, J.P. Morgan
Securities, Inc. and Citigroup Global Markets, Inc., as joint lead arrangers,
the lenders referred to therein, and JPMorgan Chase Bank, N.A., as a lender and
administrative agent for the lenders. In addition, PHH Mortgage is required to
maintain at least $3.0 billion in mortgage repurchase or warehouse facilities,
including the Mortgage Repurchase Facility. As of June 26, 2008, in addition to
the Amended Repurchase Facility, PHH Mortgage also maintained more than $1.5
billion in qualifying mortgage repurchase or warehouse facilities. The assets
collateralizing the Mortgage Repurchase Facility are not available to pay the
general obligations of PHH Mortgage or the Company.
The
foregoing description of the Amended Repurchase Agreement and Amended Guaranty
does not purport to be complete and is qualified in its entirety by reference to
the full text of the respective agreements, which are filed as Exhibits 10.1 and
10.2 to this Current Report on Form 8-K (“Form 8-K”) and are incorporated herein
by reference.
Item
2.03. Creation of a Direct Financial Obligation or an obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed under Item 1.01 of this Form 8-K is incorporated herein by
reference.
Forward-Looking
Statements
This 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 (the “Exchange Act”). 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 under the Exchange
Act and those risk factors included as “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2007 and in our Quarterly
Report on Form 10-Q for the three months ended March 31, 2008 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:
/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: July
1, 2008
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