PHH tenders, seeks consents for 7 3/8%, 6 3/8% notes due 2019, 2021

By Wendy Van Sickle

Columbus, Ohio, June 19 – PHH Corp. said it began a cash tender offer for any and all of its $275 million 7 3/8% senior notes due 2019 and $340 million 6 3/8% senior notes due 2021.

The company also is soliciting consents to amend the notes to eliminate or modify substantially all of the restrictive covenants as well as certain events of default and other provisions contained in each of the indentures, to give effect to the consent to the sales of the company’s mortgage servicing rights and to waive any potential default that may occur resulting from the sales, including if the sales constitute all or substantially all of the company’s assets, according to a press release.

The total purchase prices will be $1,100 for each $1,000 principal amount of 7 3/8% notes and $1,031.88 per $1,000 principal amount of 6 3/8% notes tendered by 5 p.m. ET on June 30, the early tender deadline.

Each total payment includes an early tender premium of $30 per $1,000 principal amount of notes.

Holders who tender their notes after the early tender date will receive the total purchase prices less the early premium.

The tender offer will end at 11:59 p.m. ET on July 17.

The company also will pay accrued interest up to but excluding the applicable settlement date.

Holders who tender their notes will be deemed to have given their consents, and holders may not deliver their consents without tendering their notes.

The offer is conditioned upon receipt of consents from holders of a majority of the principal amount of the notes and completion of one or more sales of PHH’s mortgage servicing rights pursuant to a Dec. 28 agreement between PHH and New Residential Mortgage LLC.

Tendered notes may be withdrawn until the early deadline.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Credit Suisse Securities (USA) LLC (800 820-1653 or 212 325-2476) are the dealer managers. Global Bondholder Services Corp. (866 470-4200) is the tender agent and information agent.

PHH is a Mt. Laurel, N.J.-based business process management services company for the mortgage and fleet management industries.

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