UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2009
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND
(State or other jurisdiction
of incorporation)
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1-7797
(Commission File Number)
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52-0551284
(IRS Employer
Identification No.) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On September 2, 2009, PHH Corporation (the “Company” or “PHH”), PHH Vehicle Management
Services, LLC (“VMS”) and Chesapeake Funding LLC (“Chesapeake”), entered into a Purchase Agreement
with J.P. Morgan Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc.
and Deutsche Bank Inc., as representatives of several initial purchasers (“Initial Purchasers”),
for the issuance and sale of certain Class A floating rate asset backed notes to be issued by
Chesapeake (the “Series 2009-2 Class A Notes”) in a private placement. The Series 2009-2 Class A
Notes have an aggregate principal amount of $850,000,000 which are expected to qualify upon
issuance as “eligible collateral” under and as defined in the Term Asset-Backed Securities Loan
Facility (“TALF”) established by the Federal Reserve Bank of New York. The net proceeds from the
offering of the notes will be used to repay a portion of Chesapeake’s Series 2006-1 Floating Rate
Asset Backed Variable Funding Investor Notes (the “2006-1 Notes”), with any remaining proceeds from
the offering expected to be used to make loans to another of PHH’s indirect wholly-owned
subsidiaries, Chesapeake Finance Holdings LLC, to fund the acquisition of vehicles to be leased to
customers of VMS. This offering is expected to close on September 11, 2009.
The Purchase Agreement includes customary and other TALF specific representations, warranties
and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the
Initial Purchasers against certain liabilities.
Each of the Initial Purchasers have performed investment banking and other advisory services
for PHH or certain of its affiliates from time to time for which they have received customary fees
and expenses. Certain of the Initial Purchasers may, from time to time, engage in transactions with
and perform services for PHH or certain of its affiliates in the ordinary course of their business.
In addition, affiliates of certain of the Initial Purchasers are lenders under PHH’s $1.3 billion
Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of January 6,
2006, as amended, and certain other existing funding arrangements to which PHH or certain of its
subsidiaries are parties, including the Series 2006-1 Notes.
The Series 2009-2 Class A Notes have not been and will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and may
not be offered or sold in the United States without registration under the Securities Act or
pursuant to an applicable exemption from such registration. The Series 2009-2 Class A Notes are
being offered and sold solely to: (a) Qualified Institutional Buyers, as defined in Rule 144A under
the Securities Act in compliance therewith; and (b) certain persons in offshore transactions in
reliance on Regulation S of the Securities Act.
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| Item 7.01 |
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Regulation FD Disclosure. |
On September 2, 2009, the Company issued a press release announcing the pricing by Chesapeake
of $850 million in aggregate principal amount of the Series 2009-2 Class A Notes in a private
placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K (the “Form 8-K”).
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any
registration statement or other document pursuant to the Securities Act, except as expressly set
forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press Release dated September 2, 2009 announcing
Pricing of Series 2009-2 Asset Backed Notes
Offering by Chesapeake Funding LLC. |
Forward-Looking Statements
This Form 8-K contains forward-looking within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. 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.
You should consider the areas of risk described under the heading “Cautionary Note Regarding
Forward-Looking Statements” and “Risk Factors” in our periodic reports filed with the Securities
and Exchange Commission under the Exchange Act 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.