PHH CORPORATION (NYSE:PHH) Files An 8-K Other EventsItem 8.01 Other Events.
On August11, 2017, PHH Corporation (the “Company”) issued a press release announcing the commencement of a modified “Dutch auction” tender offer to purchase shares of its common stock, par value $0.01 per share (the “Shares”) (CUSIP 693320202) for an aggregate purchase price of up to $266 million in cash to (i)auction tenders at prices specified by the tendering stockholders (in increments of $0.05) of not greater than $14.25 per Share nor less than $13.45 per Share (“Auction Tenders”), or (ii)purchase price tenders to which stockholders indicate they are willing to sell their Shares to the Company at the Purchase Price (as defined below) determined in the Offer (as defined below) (“Purchase Price Tenders”), in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase dated August11, 2017 (the “Offer to Purchase”), and in the Letter of Transmittal (“Letter of Transmittal,” which together, as each may be amended or supplemented from time to time, constitute the “Offer”).
The Offer, proration period and withdrawal rights will expire at 11:59 p.m., New York City time, on September 8, 2017, unless the Offer is extended or withdrawn (such date, as it may be extended, the “Expiration Date”).
Promptly after the Expiration Date, the Company will, upon the terms and subject to the conditions of the Offer, determine a single purchase price per Share (the “Purchase Price”), which will not be greater than $14.25 per Share nor less than $13.45 per Share, that the Company will pay for Shares properly tendered in the Offer and not properly withdrawn, taking into account the number of Shares tendered to Auction Tenders and Purchase Price Tenders and the prices specified by stockholders tendering Shares to Auction Tenders. Shares tendered to Purchase Price Tenders will be deemed to have been tendered at a price of $13.45 per Share (which is the minimum price per Share under the Offer) for purposes of determining the Purchase Price. The Purchase Price will be the lowest price per Share of not more than $14.25 per Share and not less than $13.45 per Share, at which Shares have been tendered or have been deemed to be tendered in the Offer, that will enable the Company to purchase the maximum number of Shares properly tendered in the Offer and not properly withdrawn having an aggregate purchase price not exceeding $266 million. Subject to the conditions of the Offer, only Shares properly tendered, or deemed to be tendered, at prices at or below the Purchase Price and not properly withdrawn will be eligible for purchase in the Offer.
Assuming that the conditions to the Offer are satisfied or waived, at the minimum purchase price of $13.45 per Share, the maximum number of Shares that the Company will purchase is 19,776,951 if the Offer is fully subscribed and the Company does not increase the amount of Shares sought in the Offer, which would represent approximately 38.6% of the Company’s issued and outstanding Shares as of August4, 2017. Assuming that the conditions to the Offer are satisfied or waived, at the maximum purchase price of $14.25 per Share, the maximum number of Shares that the Company will purchase is 18,666,666 if the Offer is fully subscribed and the Company does not increase the amount of Shares sought in the Offer, which would represent approximately 36.4% of the Company’s issued and outstanding Shares as of August4, 2017.
All Shares purchased in the Offer will be purchased at the same Purchase Price regardless of whether they were tendered at a lower price. However, because of the “odd lot” priority, if any, proration and conditional tender provisions described in the Offer to Purchase, all of the Shares tendered at or below the Purchase Price may not be purchased if Shares are properly tendered and not properly withdrawn at or below the Purchase Price having an aggregate purchase price greater than $266 million. In accordance with the rulesof the U.S. Securities and Exchange Commission (the “SEC”), the Company may, without amending or extending the Offer, increase the aggregate purchase price of Shares sought in the Offer and thereby increase the number of Shares accepted for payment in the Offer by no more than 2% of the number of the Company’s issued and outstanding Shares.
Shares tendered but not purchased in the Offer will be returned to the tendering stockholders promptly following the Expiration Date.
The Offer is not conditioned upon the receipt of financing. The Company has no alternative financing arrangements or plans. The tender offer, however, is subject to a number of other terms and conditions, which are specified in the Offer to Purchase. In the event that any condition specified in the Offer to Purchase is triggered, the Company may waive, in its discretion, such condition prior to the expiration of the tender offer in order to proceed with the tender offer.