PHH CORPORATION (NYSE:PHH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 28, 2017, PHH Corporation (the Company) entered into a
letter agreement (the Agreement) with EJF Capital LLC, EJF Debt
Opportunities Master Fund, L.P. and EJF Debt Opportunities GP,
LLC (collectively, EJF).
letter agreement (the Agreement) with EJF Capital LLC, EJF Debt
Opportunities Master Fund, L.P. and EJF Debt Opportunities GP,
LLC (collectively, EJF).
Under the terms of the Agreement, the Company agreed to nominate
Mr. James C. Neuhauser and Mr. Kevin Stein (each of Mr. Neuhauser
and Mr. Stein, or his replacement selected in accordance with the
Agreement, an Investor Nominee) for election to the Companys
board of directors (the Board) at the Companys 2017 Annual
Meeting of Stockholders (the 2017 Annual Meeting), subject to the
terms of the Agreement. In addition, effective as of the date of
the Agreement, the Company appointed each of the Investor
Nominees to serve as an observer to the Board until the 2017
Annual Meeting. If the Investor Nominees are elected to the Board
at the 2017 Annual Meeting, the Company has agreed that at least
one Investor Nominee will serve on each of the Boards committees
from the 2017 Annual Meeting until the thirtieth day prior to the
deadline for submission of stockholder nominations and proposals
in accordance with the Companys by-laws for the 2018 Annual
Meeting of Stockholders (the Commitment Period). The Company also
agreed that the Boards size shall remain at seven (7) directors
throughout the Commitment Period.
Mr. James C. Neuhauser and Mr. Kevin Stein (each of Mr. Neuhauser
and Mr. Stein, or his replacement selected in accordance with the
Agreement, an Investor Nominee) for election to the Companys
board of directors (the Board) at the Companys 2017 Annual
Meeting of Stockholders (the 2017 Annual Meeting), subject to the
terms of the Agreement. In addition, effective as of the date of
the Agreement, the Company appointed each of the Investor
Nominees to serve as an observer to the Board until the 2017
Annual Meeting. If the Investor Nominees are elected to the Board
at the 2017 Annual Meeting, the Company has agreed that at least
one Investor Nominee will serve on each of the Boards committees
from the 2017 Annual Meeting until the thirtieth day prior to the
deadline for submission of stockholder nominations and proposals
in accordance with the Companys by-laws for the 2018 Annual
Meeting of Stockholders (the Commitment Period). The Company also
agreed that the Boards size shall remain at seven (7) directors
throughout the Commitment Period.
Under the terms of the Agreement, EJF has agreed to withdraw its
Notice of Nomination, dated March 9, 2017, in which it nominated
Mr. Neuhauser and Mr. Stein for election as directors of the
Company at the 2017 Annual Meeting. to the Agreement, and subject
to certain conditions, EJF has also agreed to certain standstill
and voting provisions during the Commitment Period. Under the
voting provisions of the Agreement, EJF has agreed during the
Commitment Period to vote, or cause to be voted, all shares of
the Companys common stock owned by EJF or its controlled or
controlling affiliates in favor of the election of the directors
nominated by the Board at the 2017 Annual Meeting.
Notice of Nomination, dated March 9, 2017, in which it nominated
Mr. Neuhauser and Mr. Stein for election as directors of the
Company at the 2017 Annual Meeting. to the Agreement, and subject
to certain conditions, EJF has also agreed to certain standstill
and voting provisions during the Commitment Period. Under the
voting provisions of the Agreement, EJF has agreed during the
Commitment Period to vote, or cause to be voted, all shares of
the Companys common stock owned by EJF or its controlled or
controlling affiliates in favor of the election of the directors
nominated by the Board at the 2017 Annual Meeting.
Based on EJFs amended Schedule 13D filed March 17, 2017, EJF and
its affiliates beneficially own an aggregate of approximately
9.9% of the Companys common stock.
its affiliates beneficially own an aggregate of approximately
9.9% of the Companys common stock.
The foregoing description of the terms and conditions of the
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement filed
herewith as Exhibit 10.1 and incorporated herein by reference.
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement filed
herewith as Exhibit 10.1 and incorporated herein by reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 27, 2017, Mr. Thomas P. Gibbons and Ms. Deborah M. Reif
each notified the Company of their respective decision to retire
from the Board, effective at the end of the current term expiring
at the 2017 Annual Meeting, and not to stand for re-election as a
member of the Board at the 2017 Annual Meeting.
each notified the Company of their respective decision to retire
from the Board, effective at the end of the current term expiring
at the 2017 Annual Meeting, and not to stand for re-election as a
member of the Board at the 2017 Annual Meeting.
Mr. Gibbons has served as a director since July 1, 2011 and
currently serves as a member of the Boards Audit Committee and
Finance, Compliance Risk Management Committee. Ms. Reif has
served as a director since April 1, 2010 and currently serves as
chair of the Boards Human Capital and Compensation Committee and
as a member of the Boards Finance, Compliance Risk Management
Committee.
currently serves as a member of the Boards Audit Committee and
Finance, Compliance Risk Management Committee. Ms. Reif has
served as a director since April 1, 2010 and currently serves as
chair of the Boards Human Capital and Compensation Committee and
as a member of the Boards Finance, Compliance Risk Management
Committee.
Mr. Gibbons and Ms. Reifs decisions were not due to any
disagreement with the Company or concern in respect of any matter
relating to the Companys accounting, operations, policies or
practices, and were unrelated to the Agreement.
disagreement with the Company or concern in respect of any matter
relating to the Companys accounting, operations, policies or
practices, and were unrelated to the Agreement.
Item 8.01 Other Events.
On April 28, 2017, the Company issued a press release announcing
entry into the Agreement, which is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
entry into the Agreement, which is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Letter Agreement among PHH Corporation, EJF Capital
LLC, EJF Debt Opportunities Master Fund, L.P. and EJF Debt Opportunities GP, LLC dated April 28, 2017. |
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99.1
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PHH Corporation press release dated April 28, 2017.
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Important Information for Investors
This current report is not intended to and does not constitute
the solicitation of any vote or approval in any jurisdiction.
In connection with its agreement with EJF, PHH Corporation will
file with the Securities and Exchange Commission (the SEC) and
mail or otherwise provide to its shareholders a proxy statement
regarding the agreement, among other matters (the Proxy
Statement). BEFORE MAKING ANY VOTING DECISION, PHH CORPORATIONS
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS
ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE AGREEMENT OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE AGREEMENT. PHH Corporation
investors and security holders may obtain a free copy of the
Proxy Statement and other documents that PHH Corporation files
with the SEC (when available) from the SECs website at
www.sec.gov and the Investors section of http://www.phh.com. In
addition, the Proxy Statement and these other documents may
also be obtained for free from PHH Corporation by contacting
Investor Relations: in writing at PHH Corporation, 3000
Leadenhall Road, Mt. Laurel, NJ 08054, by telephone at
856-917-7405, or by email at investor.relations@phh.com.
the solicitation of any vote or approval in any jurisdiction.
In connection with its agreement with EJF, PHH Corporation will
file with the Securities and Exchange Commission (the SEC) and
mail or otherwise provide to its shareholders a proxy statement
regarding the agreement, among other matters (the Proxy
Statement). BEFORE MAKING ANY VOTING DECISION, PHH CORPORATIONS
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS
ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE AGREEMENT OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE AGREEMENT. PHH Corporation
investors and security holders may obtain a free copy of the
Proxy Statement and other documents that PHH Corporation files
with the SEC (when available) from the SECs website at
www.sec.gov and the Investors section of http://www.phh.com. In
addition, the Proxy Statement and these other documents may
also be obtained for free from PHH Corporation by contacting
Investor Relations: in writing at PHH Corporation, 3000
Leadenhall Road, Mt. Laurel, NJ 08054, by telephone at
856-917-7405, or by email at investor.relations@phh.com.
Certain Information Concerning Participants in the Proxy
Solicitation
Solicitation
PHH Corporation and its directors, executive officers and
employees may be deemed participants in connection with the
solicitation of proxies from PHH Corporations shareholders with
respect to its agreement with EJF. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation, including a description of their direct or
indirect interests, by security holdings or otherwise, will be
included in the Proxy Statement that will be filed with the
SEC.
employees may be deemed participants in connection with the
solicitation of proxies from PHH Corporations shareholders with
respect to its agreement with EJF. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation, including a description of their direct or
indirect interests, by security holdings or otherwise, will be
included in the Proxy Statement that will be filed with the
SEC.
About PHH CORPORATION (NYSE:PHH)
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. PHH CORPORATION (NYSE:PHH) Recent Trading Information
PHH CORPORATION (NYSE:PHH) closed its last trading session down -0.13 at 12.90 with 260,498 shares trading hands.