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Published on 1/4/2008 in the Prospect News Special Situations Daily.

PHH receives fee in connection with failed merger

By Lisa Kerner

Charlotte, N.C., Jan. 4 - Blackstone Capital Partners V LP paid a $50 million reverse termination fee to PHH Corp. The payment was made in connection with the termination of the merger agreement between PHH and General Electric Capital Corp. and an agreement under which Blackstone was to acquire PHH's mortgage banking business from GE Capital.

On Jan. 2, PHH announced it was terminating its merger agreement with GE Capital because the merger was not completed by Dec. 31 as required under the companies' merger agreement.

Pearl Mortgage Acquisition 2 LLC, a Blackstone affiliate, was unable to obtain the required debt financing for the purchase.

PHH agreed to pay up to $4.5 million in fees to third-party consultants retained by Blackstone in connection with the contemplated transactions, a company news release stated.

GE Capital had agreed to acquire PHH in an all-cash transaction to take the company private for $31.50 per share, or approximately $1.8 billion.

"Over the last several months, Blackstone sought to find a way to secure replacement financing for their transaction in the face of unprecedented disruption in the mortgage financing markets," PHH's non-executive chairman A.B. Krongard said in the release.

"Despite their efforts with both their original lender group and other possible lenders, an unprecedented crisis in confidence in the mortgage sector no doubt made it impossible for them to secure the committed funding as originally contemplated in March," Krongard added.

PHH is a Mount Laurel, N.J., outsource provider of mortgage and vehicle fleet management services.

Danbury, Conn.-based GE Capital provides leasing, lending and capital investment products and services.


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