MT. LAUREL, N.J.--(BUSINESS WIRE)--Jan. 1, 2008--PHH Corporation
(the "Company") (NYSE:PHH) today 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") and that immediately following the closing of the
Merger GECC would sell the Company's mortgage business to Pearl
Mortgage Acquisition 2 L.L.C. ("Pearl Acquisition"), an affiliate of
The Blackstone Group (the "Mortgage Business Sale"). The Company
terminated the Merger Agreement pursuant to Section 8.1(b)(ii) because
the Merger was not completed by December 31, 2007.
It was a condition to closing of the Merger that Pearl Acquisition
be ready, willing and able to consummate the Mortgage Business Sale.
As disclosed previously in the Company's Current Report on Form 8-K
filed on September 17, 2007, Pearl Acquisition had expressed concern
about its ability to obtain debt financing to consummate the Mortgage
Business Sale. The Company has been informed that Pearl Acquisition
was not able to obtain the requisite debt financing. Pursuant to the
terms of the Merger Agreement, the Company has requested payment of
$50 million from an affiliate of The Blackstone Group as a termination
fee.
Mr. A. B. Krongard, non-executive Chairman of the Board of the
Company, commented, "I am disappointed that we could not conclude the
transactions contemplated by the Merger Agreement. The Board will
determine in due course whether to continue to explore the Company's
strategic alternatives. The Board remains focused and committed to
delivering value for our stockholders regardless of the decision."
There can be no assurance that any further exploration of
strategic alternatives that the Board may determine to undertake will
result in any agreements or transactions. The Company does not intend
to disclose developments with respect to any exploration of strategic
alternatives unless and until its Board of Directors has made a
decision regarding a specific course of action.
About PHH Corporation
Headquartered in Mount Laurel, New Jersey, PHH Corporation is a
leading outsource provider of mortgage and vehicle fleet management
services. Its subsidiary, PHH Mortgage, is one of the top ten retail
originators of residential mortgages in the United States(1), and its
subsidiary, PHH Arval, is a leading fleet management services provider
in the United States and Canada. For additional information about the
Company and its subsidiaries please visit our website at www.phh.com.
(1) Inside Mortgage Finance, Copyright 2007
Forward-Looking Statements
This press release 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.
CONTACT: PHH Corporation
Nancy R. Kyle, 856-917-4268 (Investors)
Karen K. McCallson, 856-917-8679 (Media)
SOURCE: PHH Corporation