PHH Corporation’s $267 Million Equity Self-Tender Offer

September 15, 2017

Cleary Gottlieb represented Credit Suisse Securities (USA) LLC as dealer manager in a tender offer by PHH Corporation to purchase outstanding shares of its own common stock for an aggregate purchase price of $267,372,201, excluding fees and expenses relating to the tender offer.

The tender offer launched on August 11, 2017, and expired on September 11, 2017; final results were announced on September 15, 2017.

PHH accepted for purchase shares representing approximately 36.6 percent of its currently outstanding common stock. The shares of common stock accepted for purchase include 18,666,666 shares that PHH initially offered to purchase for $266 million and 96,296 additional shares that PHH elected to purchase for the remaining balance pursuant to its right to purchase up to an additional 2 percent of its outstanding shares without amending or extending the tender offer.

The purchase price of the tender offer was determined through a modified “Dutch auction” by taking into account the total number of shares tendered and the bid prices specified by tendering holders of the shares, with such bid prices representing the minimum consideration such holders were willing to receive for their shares.

PHH is a leading provider of end-to-end mortgage solutions. Its outsourcing model has enabled PHH to become one of the largest non-bank originators, servicers and subservicers of residential mortgages in the United States. PHH currently provides mortgage solutions for the real estate market and financial institutions, and offers home financing directly to consumers.