PHH CORPORATION (NYSE:PHH) Files An 8-K Entry into a Material Definitive Agreement

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PHH CORPORATION (NYSE:PHH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On June16, 2017, PHH Mortgage Corporation, a New Jersey
corporation (PHH Mortgage) and a wholly-owned subsidiary of PHH
Corporation (the Company), entered into an amendment (the
Subservicing Amendment) to the Subservicing Agreement, dated
December28, 2016 (as amended by the Subservicing Amendment, the
Subservicing Agreement), with New Residential Mortgage LLC (New
Residential) in connection with the closing of the initial sale
of mortgage servicing rights (MSRs) under the Agreement for the
Purchase and Sale of Servicing Rights, dated December28, 2016, by
and between New Residential and PHH Mortgage and, for the limited
purposes set forth therein, Company (the Sale Agreement), which
is discussed in more detail below under Item 8.01 of this Current
Report on Form8-K (Form8-K). to the Subservicing Amendment, in
order to facilitate New Residentials financing of servicing
advances with respect to mortgage loans subject to the
Subservicing Agreement, PHH Mortgage will be reimbursed by New
Residential on a weekly basis for servicing advances made by PHH
Mortgage.

In addition, on June16, 2017, PHH Mortgage entered into the MSR
Portfolio Defense Agreement with New Residential (the MSR Defense
Agreement), which was a condition to the closing of the initial
sale of MSRs under the Sale Agreement. to the MSR Defense
Agreement, PHH Mortgage will be entitled, subject to compliance
with the terms of the MSR Defense Agreement, to seek refinance of
the mortgage loans subserviced under the Subservicing Agreement.
Subject to the terms and condition of the MSR Defense Agreement,
upon the refinance by PHH Mortgage of any mortgage loan
subserviced under the Subservicing Agreement, PHH Mortgage has
agreed to sell the MSR with respect to such new mortgage loan to
New Residential on the terms set forth in the MSR Defense
Agreement. With respect to any mortgage loan, the MSR Defense
Agreement will terminate upon any termination of the Subservicing
Agreement with respect to that mortgage loan. The MSR Defense
Agreement is also subject to termination by either party for
material uncured breaches of the MSR Defense Agreement.

As discussed in more detail below under Item 8.01, the Company
and PHH Mortgage are parties to the Sale Agreement with New
Residential, in addition to the Subservicing Agreement and MSR
Portfolio Defense Agreement. There are no other pre-existing
relationships between New Residential and the Company.

The foregoing summaries of the Subservicing Amendment and the MSR
Portfolio Defense Agreement are qualified in their entireties by
reference to the Subservicing Amendment and the MSR Portfolio
Defense Agreement, which are filed, respectively, as Exhibit10.1
and Exhibit10.2 to this Current Report on Form8-K and are
incorporated in this Item 1.01 by reference.

Item 8.01. Other Events.

Initial Sale of MSR Portfolio to New
Residential

On June16, 2017, the Company closed the sale of substantially all
of the Freddie Mac portion (the Freddie Mac MSR Portfolio) of PHH
Mortgages portfolio of mortgage servicing rights (MSRs) as of
October31, 2016 (excluding the Ginnie Mae MSRs that were part of
the sale transaction announced in November2016) (the MSR
Portfolio), to New Residential under the Sale Agreement, together
with the servicing advances related to the Freddie Mac MSR
Portfolio. This closing constituted the initial sale of MSRs
under the Sale Agreement. The Company sold the Freddie Mac MSR
Portfolio, together with all servicing advances related to the
Freddie Mac MSR Portfolio, for total proceeds of approximately
$110 million, of which approximately $101.5 million was
attributable to the purchase price for the Freddie Mac MSR
Portfolio and approximately $8.5 million was attributable to the
related servicing advances. The purchase price paid is net of an
approximately $5.7 million holdback to address indemnification
claims by New Residential and an approximately $5.7 million
holdback to address mortgage loan document deficiencies, in each
case subject to release in accordance with the Sale Agreement.

The closing of the sales for the substantial remainder of the MSR
Portfolio, including the Fannie Mae portion thereof, to the Sale
Agreement are expected to occur during the third quarter of 2017,
subject to satisfaction of the applicable conditions to closing
for such sales. There can be no assurance that the sales of the
remaining balance of the MSR Portfolio contemplated by the Sale
Agreement will close as contemplated, if at all.

As discussed above under Item 1.01 of this Form8-K, PHH Mortgage
and New Residential are parties to a Subservicing Agreement,
which went into effect upon the closing of the sale of the
Freddie Mac MSR Portfolio under the Sale Agreement with respect
to the approximately 81,500 mortgage loans included in the
Freddie Mac MSR Portfolio. to the Subservicing Agreement, PHH
Mortgage has been retained by New Residential as a subservicer
for the MSR Portfolio for an

initial term of 3 years. In addition, as discussed above under
Item 1.01 of this Form8-K, PHH Mortgage and New Residential
also entered into the MSR Portfolio Defense Agreement upon the
closing of the of Freddie Mac MSR Portfolio under the Sale
Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1

Amendment Number One dated as of June16, 2017 to the Flow
Mortgage Loan Subservicing Agreement between New
Residential Mortgage LLC, as Servicing Rights Owner, and
PHH Mortgage Corporation, as Servicer.

10.2

MSR Portfolio Defense Agreement, dated as of June16,
2017, by and between PHH Mortgage Corporation, as
subservicer, and New Residential Mortgage LLC, as the MSR
owner.*

* Confidential treatment has been requested for certain
portions of this Exhibit to Rule24b-2 under the Securities
Exchange Act of 1934, as amended, which portions are omitted
and filed separately with the SEC.

Forward-Looking Statements

Certain statements in this Current Report on Form8-K are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Generally, forward
looking-statements are not based on historical facts but
instead represent only our current beliefs regarding future
events. All forward-looking statements are, by their nature,
subject to risks, uncertainties and other factors that could
cause actual results, performance or achievements to differ
materially from those expressed or implied in such
forward-looking statements. Investors are cautioned not to
place undue reliance on these forward-looking statements. Such
statements may be identified by words such as expects,
anticipates, intends, projects, estimates, plans, may increase,
may fluctuate and similar expressions or future or conditional
verbs such as will, should, would, may and could.

You should understand that forward-looking statements are not
guarantees of performance or results and are preliminary in
nature. You should consider the areas of risk described under
the heading Cautionary Note Regarding Forward-Looking
Statements and Risk Factors in our periodic reports filed with
the U.S. Securities and Exchange Commission, including our most
recent Annual Report on Form10-K and Quarterly Reports on
Form10-Q, in connection with any forward-looking statements
that may be made by us or our businesses generally. Such
periodic reports are available in the Investors section of our
website at http://www.phh.com and are also available at
http://www.sec.gov. Except for our ongoing obligations to
disclose material information under the federal securities
laws, applicable stock exchange listing standards and unless
otherwise required by law, we undertake no obligation to
release publicly any updates or revisions to any
forward-looking statements or to report the occurrence or
non-occurrence of anticipated or unanticipated events.


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.

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