PHH CORPORATION (NYSE:PHH) Files An 8-K Completion of Acquisition or Disposition of Assets

PHH CORPORATION (NYSE:PHH) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.Completion of Acquisition or Disposition of Assets.

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Final Closing of PHH Home Loans Asset Sales

On December18, 2017, PHH Corporation (the “Company”) issued a press release announcing the closing of the fifth and final sale of certain assets of PHH Home Loans, LLC (“PHH Home Loans”) and RMR Financial, LLC (“RMR”), a wholly-owned subsidiary of PHH Home Loans, to Guaranteed Rate Affinity, LLC (“GRA”), a new joint venture formed by subsidiaries of Realogy Corporation (“Realogy”) and Guaranteed Rate, Inc., to the asset purchase agreement dated as of February 15, 2017, by and among the Company, PHH Home Loans, RMR and GRA. PHH Home Loans is a joint venture between the Company and Realogy, which provides mortgage origination services for brokers associated with brokerages owned or franchised by Realogy.

The purchase price paid by GRA for the fifth sale was $14 million (which represents 20% of the total purchase price for the asset sales) and the Company expects to recognize $7 million of pre-tax gain from the sale, which is net of the portion of the proceeds attributable to Realogy’s interest in PHH Home Loans. This fifth asset sale closing included assets related to PHH Home Loans’ relocation services. All sales of PHH Home Loans assets to GRA are now complete.

As previously disclosed, in connection with the PHH Home Loans asset sales, the Company entered into an agreement to purchase Realogy’s 49.9% ownership interests in PHH Home Loans, for an amount equal to Realogy’s interest in the residual equity of PHH Home Loans after the final closing of the asset sale transactions. At the completion of this transaction, the Company expects to monetize its net investment in the PHH Home Loans legal entity. If these actions are completed, the Company estimates it will receive total proceeds of approximately $96 million from the asset sales and subsequent monetization of the Company’s net investment in PHH Home Loans.

A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(b)Pro forma financial information.

Unaudited pro forma financial information of the Company giving effect to the asset sales of PHH Home Loans is included in Exhibit 99.2 filed herewith and incorporated by reference into this Item 9.01.


PHH CORP Exhibit
EX-99.1 2 a8-kexhibit99d1pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1PHH Corporation Completes Sale of Certain Assets of PHH Home Loans Joint VentureMount Laurel,…
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PHH Corporation (PHH) is a non-bank mortgage originator and servicer of the United States residential mortgage loans. The Company conducts its business through two segments: Mortgage Production and Mortgage Servicing. Its Mortgage Production segment originates, purchases and sells mortgage loans through PHH Mortgage. The Mortgage Production segment includes PHH Home Loans, which is a joint venture that it maintains with Realogy Corporation. The Mortgage Servicing segment services mortgage loans originated by PHH Mortgage and acts as a subservicer for certain clients that own the underlying servicing rights. Through its wholly owned subsidiary, PHH Mortgage Corporation and its subsidiaries (PHH Mortgage), the Company provides outsourced mortgage banking services to various clients, including financial institutions and real estate brokers throughout the United States and are focused on originating, selling, and servicing and subservicing residential mortgage loans.

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