phh8k12-07.htm
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C.
20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest
event reported): December 20, 2007
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
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MARYLAND
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1-7797
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52-0551284
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(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:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.02. Termination of
a Material Definitive Agreement.
As
previously disclosed in its Current Report on Form 8-K filed with the Securities
and Exchange Commission on November 2, 2007 (the “November Form 8-K”), PHH
Corporation (“PHH”, “Company”, “we” or “our”) has been transitioning some
of its
mortgage financing programs from its Bishop’s Gate Residential Mortgage Trust
(“Bishop’s Gate”) facility, a single-seller mortgage warehouse facility, to
alternative mortgage warehouse arrangements. The activities of Bishop’s Gate were
limited to (i) purchasing mortgage loans from our mortgage subsidiary,
(ii) issuing commercial paper, senior term notes, subordinated certificates
and/or borrowing under a liquidity agreement to effect such purchases,
(iii) entering into interest rate swaps to hedge interest rate risk and
certain non-credit-related market risk on the purchased mortgage loans,
(iv) selling and securitizing the acquired mortgage loans to third parties
and (v) engaging in certain related transactions. Our decision to transition
our mortgage financing programs under our Bishop’s Gate facility to alternative
mortgage warehouse arrangements was due to recent events
in the mortgage
industry which have reduced investor demand for securities issued by
single-seller mortgage warehouse facilities. To complete this process,
we terminated the Bishop’s Gate facility by voluntarily redeeming all of the
remaining notes and certificates issued under the Bishop’s Gate facility on
December 20, 2007 (the “Redemption Date”). On the Redemption Date,
the aggregate outstanding principal balance of each respective series referenced
below, together with unpaid interest on such outstanding principal balance,
was
paid in full. Listed below are the series of notes and certificates
issued under the Bishop’s Gate facility which were redeemed and the approximate
outstanding principal balance as of the Redemption
Date:
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Description
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Outstanding
Principal Balance
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Variable
Rate Notes, Series 2001-2, Class A-2
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$400
million
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Series
2003-1 Fixed Rate Extendible Certificates
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$40
million
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Series
2003-1 Variable Rate Extendible Certificates
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$10
million
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Series
2003-2 Variable Rate Extendible Certificates
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$50
million
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The
redemption of the Bishop’s Gate notes and certificates completes the transition
from the Bishop’s Gate facility to alternative mortgage warehouse
arrangements. Given our expectations for somewhat lower mortgage
origination volumes in 2008, which we expect will be comprised predominantly
of
conforming loan products with shorter warehouse periods, we believe that the
committed capacity provided by our existing credit facilities is adequate to
fund our ongoing mortgage operations for at least the next 12 months. (See the November
Form
8-K for more information regarding our existing credit facilities.) We will
continue to evaluate proposals for incremental mortgage warehouse facilities
to
provide supplemental capacity as necessary.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits
None
Forward-Looking
Statements
This
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. For example,
our
statements regarding our belief that our committed capacity provided by our
existing credit facilities is adequate to fund our ongoing mortgage operations
for at least the next 12 months, our expectations for somewhat lower mortgage
origination volumes in 2008, which we expect will be comprised predominantly
of
conforming loan products with shorter warehouse periods, and our intention
to
evaluate proposals for incremental mortgage warehouse facilities to provide
supplemental capacity as necessary are forward-looking statements.
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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PHH
CORPORATION
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By:
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/s/
Clair M. Raubenstine
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Name:
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Clair
M. Raubenstine
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Title:
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Executive
Vice President and Chief Financial Officer
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Dated:
December 28, 2007
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