MOUNT LAUREL, N.J.--(BUSINESS WIRE)--Sep. 15, 2017--
PHH Corporation (“PHH” or the “Company”) (NYSE: PHH) announced today the
final results of its modified “Dutch auction” tender offer, which
expired at 12:01 a.m., New York City time, on Monday, September 11, 2017.
Based on the final count by Computershare Trust Company, N.A., the
depositary for the tender offer, PHH accepted for payment an aggregate
of 18,762,962 shares of PHH’s common stock at a purchase price of $14.25
per share, for an aggregate cost of $267,372,201, excluding fees and
expenses relating to the tender offer. The shares of common stock
accepted for purchase include 18,666,666 shares that the Company
initially offered to purchase for up to $266,000,000 and 96,296
additional shares that the Company has elected to purchase for the
remaining balance pursuant to its right to purchase up to an additional
2% of its outstanding shares without amending or extending the tender
offer. The shares purchased represent approximately 36.6% of PHH’s
common stock issued and outstanding as of September 11, 2017.
Because the aggregate number of shares of PHH’s common stock that were
validly tendered and not validly withdrawn was less than the total
number of shares that PHH could have acquired if its right to purchase
up to an additional 2% of its outstanding shares could have been fully
exercised, all of the shares of PHH’s common stock that were validly
tendered and not validly withdrawn were acquired.
The depositary will promptly pay for the shares accepted for purchase
and will promptly return all shares tendered and not accepted for
purchase. After giving effect to the purchase of the shares, the Company
will have outstanding approximately 32.5 million shares of its common
stock.
The Company funded the share purchases in the tender offer with
$267,372,201 of available excess cash on hand.
The tender offer was made pursuant to an Offer to Purchase and Letter of
Transmittal, each filed with the Securities and Exchange Commission on
August 11, 2017, as each was amended and supplemented by the Supplement
to Offer to Purchase, filed with the Securities and Exchange Commission
on August 25, 2017.
Credit Suisse Securities (USA) LLC served as dealer manager for the
tender offer, MacKenzie Partners, Inc. served as information agent for
the tender offer and Computershare Trust Company, N.A. is serving as
depositary for the tender offer.
About PHH
Headquartered in Mount Laurel, New Jersey, PHH Corporation is a leading
provider of end-to-end mortgage solutions through its subsidiary, PHH
Mortgage. Its outsourcing model and proven expertise, combined with a
strong commitment to operational excellence and customer service, has
enabled PHH Mortgage to become one of the largest non-bank originators,
servicers and subservicers of residential mortgages in the United
States. PHH Mortgage currently provides mortgage solutions for the real
estate market and financial institutions, and offers home financing
directly to consumers. For additional information, please visit www.phh.com.
Forward-Looking Statements
This press release contains “forward-looking statements,” including
statements related to the tender offer for shares of the Company’s
common stock. You can identify these forward-looking statements by the
use of forward-looking words such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,”
“anticipates” or the negative version of those words or other comparable
words. The inclusion of this forward-looking information should not be
regarded as a representation by PHH or any other person that its future
plans, estimates or expectations will be achieved. Such forward-looking
statements are subject to risks and uncertainties and assumptions
relating to the Company’s operations, financial results, financial
condition, business prospects, growth strategy, liquidity and planned
transactions that could cause our actual results, including with respect
to the tender offer, to differ materially from those expressed or
implied by these forward-looking statements. Factors which could have a
material adverse effect on the Company’s operations, future prospects
and value of its shares include, but are not limited to: expectations
about changes to its operating expenses; anticipated capital
expenditures; expectations about changes in its earnings in equity
interests and net income; expectations about the amount of unrecognized
tax benefits, the outcome of tax assessment appeals, the adequacy of its
existing tax reserves, future tax expenditures, and tax rates;
expectations about the sufficiency of its available sources of liquidity
to meet normal operating requirements and capital expenditures;
expectations regarding the future outcome of legal proceedings in which
the Company is involved; potential adverse effects on its relationships
with existing and potential advertisers, suppliers, customers, vendors,
distributors, landlords, licensors, licensees, joint venture partners,
and other business partners; the number of shares it is able to purchase
pursuant to the tender offer or otherwise; and the ability of PHH to
achieve the benefits contemplated by the tender offer.
These factors should not be construed as exhaustive and should be read
in conjunction with the other cautionary statements that are included in
this press release. The Company does not undertake any obligation to
publicly update or review any forward-looking statement, whether as a
result of new information, future developments or otherwise. The
foregoing should be read in conjunction with the other cautionary
statements that are included herein and elsewhere, including the risk
factors described under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in its Form 10-Q for the quarter ended June 30, 2017 filed
with the SEC and other documents the Company files with or furnish to
the SEC. Any forward-looking statements made in this press release are
qualified by these cautionary statements, and there can be no assurance
that the actual results or developments the Company anticipates will be
realized or, even if substantially realized, that they will have the
expected consequences to, or effects on, the Company or its business or
operations.

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Source: PHH Corporation
PHH Corporation
Investors
Hugo Arias, 856-917-0108
hugo.arias@phh.com
or
Media
Dico
Akseraylian, 856-917-0066
dico.akseraylian@phh.com