UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2008
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND
(State or other jurisdiction
of incorporation)
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1-7797
(Commission File Number)
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52-0551284
(IRS Employer
Identification No.) |
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3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 917-1744
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under
any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by PHH Corporation (“PHH”) on
January 2, 2008, the Company gave a notice of termination on January 1, 2008 to General Electric
Capital Corporation (“GECC”) pursuant to the Agreement and Plan of Merger dated March 15, 2007
between PHH and GECC (the “Merger Agreement”). Subsequently, on January 2, 2008, PHH received a
notice of termination from Pearl Mortgage Acquisition 2 LLC (“Pearl”), a wholly owned subsidiary of
Blackstone Capital Partners V. L.P. (“BCP V”), pursuant to the Purchase and Sale Agreement dated as
of March 15, 2007 between GECC and Pearl (together with the Merger Agreement, the “Agreements”).
On January 4, 2008, PHH announced the execution of a Settlement Agreement (the “Settlement
Agreement”) between PHH, BCP V and Pearl. Pursuant to the Settlement Agreement, BCP V paid PHH a
reverse termination fee of $50 million and PHH has agreed to pay BCP V up to an aggregate amount of
$4.5 million for reimbursement of certain fees for services incurred by BCP V and Pearl in
connection with the transactions contemplated by the Agreements. PHH
will be receiving the work product that those consultants provided to
BCP V and Pearl. The Settlement Agreement further
provides for the mutual release of any claims in connection with the Agreements.
A copy of the Settlement Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by
reference. The foregoing description of the Settlement Agreement is qualified in its entirety by
reference to the full text of the Settlement Agreement.
Item 8.01 Other Events.
A copy of the press release issued by PHH on January 4, 2008 with respect to the Settlement
Agreement is filed as Exhibit 99.1 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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Settlement Agreement dated as of January 4, 2008 by PHH
Corporation, Pearl Mortgage Acquisition 2 LLC and Blackstone
Capital Partners V. L.P. |
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| 99.1 |
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Press Release dated January 4, 2008 issued by PHH Corporation. |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These statements are subject to known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking
statements. You should understand that these statements are not guarantees of performance or
results and are preliminary in nature. Statements preceded by, followed by or that otherwise
include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”,
“plans”, “may increase”, “may result”, “will result”, “may fluctuate” and similar expressions or
future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally
forward-looking in nature and not historical facts.
You should consider the areas of risk described under the heading “Cautionary Note Regarding
Forward-Looking Statements” in our periodic reports under the Securities Exchange Act of 1934, as
amended, and those risk factors included as “Item 1A. Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2006 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007, in connection with any forward-looking statements that may be made by us and
our businesses generally. Except for our ongoing obligations to disclose material information under
the federal securities laws, we undertake no obligation to release publicly any updates or
revisions to any forward-looking statements, to report events or to report the occurrence of
unanticipated events unless required by law.