MOUNT LAUREL, N.J.--(BUSINESS WIRE)--PHH Corporation (NYSE: PHH) announced that it has entered into a definitive agreement in which Ocwen Financial Corporation (NYSE: OCN) will acquire all of the Company’s outstanding shares of common stock in an all cash transaction valued at $360 million, or $11.00 per fully-diluted share, representing a premium of 24% over the closing price of PHH’s common stock of $8.84 on February 26, 2018. As part of the transaction, Ocwen will assume $119 million of PHH’s outstanding unsecured debt.
Robert B. Crowl, President and Chief Executive Officer of PHH Corporation, said, “We are pleased to have reached an agreement with Ocwen for the sale of our Company. This decision follows a comprehensive assessment of the risks and opportunities associated with operating the business and the strategic alternatives available to us. The Board and management believe the sale of the Company to Ocwen represents the best opportunity to maximize shareholder value.”
Ron Faris, President and Chief Executive Officer of Ocwen, commented, “The combination of Ocwen and PHH will result in a strong non-bank mortgage servicer with a robust servicing capability. Ocwen will significantly benefit from PHH’s experienced workforce and their expertise on the MSP servicing platform. We look forward to the opportunity to provide our industry leading capabilities to PHH’s customers and servicing clients.”
Subject to the satisfaction of various closing conditions, including regulatory and shareholder approvals, the transaction is targeted to close in the third or fourth quarter of 2018. The agreement may be terminated by Ocwen if, among other things, the Company’s unrestricted cash or net worth decline below certain threshold amounts. Following closing, shares of PHH common stock will no longer be listed on the New York Stock Exchange.
Credit Suisse served as financial advisor and Jones Day served as legal counsel to PHH Corporation on the transaction, and Latham & Watkins served as legal counsel to the Board of PHH Corporation.
PHH will provide additional details regarding the transaction during its strategic transaction conference call at 10:00 am (Eastern Time) on Wednesday, February 28, 2018. You can access the conference call by dialing (800) 239-9838 or (323) 794-2551 and using the conference ID 7092674 approximately 10 minutes prior to the call. The conference call will also be webcast, which can be accessed from the Investor Relations page of PHH's website at www.phh.com/invest under webcasts and presentations.
About PHH Corporation
PHH Corporation (NYSE: PHH), through its subsidiary PHH Mortgage, is one of the largest subservicers of residential mortgages in the United States. PHH Mortgage provides servicing and portfolio retention solutions to investors of mortgage servicing rights, financial and wealth management institutions, regional and community banks, and credit unions. Headquartered in Mount Laurel, New Jersey, the Company has been providing mortgage lending and servicing solutions since 1984 and is dedicated to responsible and ethical practices while delivering an exceptional customer experience. For additional information, please visit www.phh.com.
