PHH Corp. Announces Application to Cease to be a Reporting Issuer Effective On or After the Closing of its Merger with Ocwen ...
25 July 2018 - 6:15AM
Business Wire
PHH Corporation (NYSE: PHH) ("PHH" or the "Company") announced
today that in connection with the previously-announced acquisition
by Ocwen Financial Corporation (NYSE: OCN) (“Ocwen”) of all of the
Company’s outstanding shares of common stock and subsequent merger
of the Company with a wholly-owned subsidiary of Ocwen (the
“Merger”), which was approved at a special meeting of stockholders
of the Company on June 11, 2018, PHH has applied to the Ontario
Securities Commission (the “OSC”), as its principal Canadian
regulator, for a decision deeming it to have ceased to be a
reporting issuer in Ontario. If granted, the decision is expected
to be effective on or shortly after the closing of the Merger. The
closing of the Merger remains subject to customary closing
conditions and no closing date has been set.
Following the closing of the Merger, PHH will only have the
following two classes of securities outstanding: (1) approximately
US$97.521 million aggregate principal amount of 7.375% Senior Notes
due 2019 (the “2019 Notes”) and (ii) approximately US$21.543
million aggregate principal amount of 6.375% Senior Notes due 2021
(the “2021 Notes”, and collectively with the 2019 Notes, the
“Notes”).
If the requested decision is made by the OSC, PHH will cease to
be a reporting issuer in Ontario and, as a result, will no longer
be required to file financial statements and other continuous
disclosure documents with the OSC. Holders of Notes resident in
Canada are advised to seek Canadian legal advice prior to any
resale of the Notes.
Forward-Looking Statements
Certain statements in this press release are forward-looking
statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995 or forward-looking
information within the meaning of Canadian securities laws
(together, “forward-looking statements”). Generally, forward
looking-statements are not based on historical facts but instead
represent only our current beliefs regarding future
events. All forward-looking statements are, by their nature,
subject to risks, uncertainties and other factors that could cause
actual results, performance or achievements to differ materially
from those expressed or implied in such forward-looking statements.
Investors are cautioned not to place undue reliance on these
forward-looking statements. Such statements may be identified
by words such as “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans,” “may increase,” “may fluctuate” and similar
expressions or future or conditional verbs such as “will,”
“should,” “would,” “may” and “could.”
Investors should understand that forward-looking statements are
not guarantees of performance or results and are preliminary in
nature. Factors that may cause actual results to differ from
expected results include, among others: the Company not being
granted the requested decision from the OSC; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger-related agreements with Ocwen; the risk
that the necessary regulatory approvals for the Merger may not be
obtained or may be obtained subject to conditions that are not
anticipated; the risk that PHH’s cash and/or net worth may decline
below the threshold levels specified in the merger agreement; risks
that Ocwen may not have sufficient funds to consummate the merger;
risks that PHH’s business may suffer as a result of uncertainties
surrounding the proposed transaction; litigation or other legal
proceedings relating to the proposed transaction; unexpected costs,
charges or expenses resulting from the proposed transaction; risks
related to the disruption of management time from ongoing business
operations due to the proposed transaction; other risks to the
consummation of the transaction, including the risk that the
transactions will not be consummated within the expected time
period or at all; unfavorable economic conditions in the markets
PHH serves; changes in laws or regulations; and other risks and
uncertainties described under the heading “Cautionary Note
Regarding Forward-Looking Statements” and “Risk Factors” in the
Company’s periodic reports filed with the SEC and the OSC,
including the Company’s most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, in connection with any
forward-looking statements that may be made by the Company or the
Company’s businesses generally. Such periodic reports are available
in the “Investors” section of the Company’s website at
http://www.phh.com and are also available at http://www.sec.gov.
Except for the Company’s ongoing obligations to disclose material
information under applicable securities laws, applicable stock
exchange listing standards and unless otherwise required by law,
the Company undertakes no obligation to release publicly any
updates or revisions to any forward-looking statements or to report
the occurrence or non-occurrence of anticipated or unanticipated
events.
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version on businesswire.com: https://www.businesswire.com/news/home/20180724005949/en/
PHH CorporationInvestorsHugo Arias,
856-917-0108hugo.arias@phh.comorMediaDico Akseraylian,
856-917-0066dico.akseraylian@phh.com
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