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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): April 27, 2017
PHH CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction
of incorporation)
1-7797
(Commission File Number)
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)
N/A
(Former name or former address, if changed since last report)
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 ( see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01
Entry into a Material Definitive Agreement.
On April 28, 2017, PHH Corporation (the “Company”) entered into a letter agreement (the “Agreement”) with EJF Capital LLC, EJF
Debt Opportunities Master Fund, L.P. and EJF Debt Opportunities GP, LLC (collectively, “EJF”).
Under the terms of the Agreement, the Company agreed to nominate Mr. James C. Neuhauser and Mr. Kevin Stein (each of Mr.
Neuhauser and Mr. Stein, or his replacement selected in accordance with the Agreement, an “Investor Nominee”) for election to the
Company’s board of directors (the “Board”) at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”),
subject to the terms of the Agreement. In addition, effective as of the date of the Agreement, the Company appointed each of the
Investor Nominees to serve as an observer to the Board until the 2017 Annual Meeting. If the Investor Nominees are elected to the
Board at the 2017 Annual Meeting, the Company has agreed that at least one Investor Nominee will serve on each of the Board’s
committees from the 2017 Annual Meeting until the thirtieth day prior to the deadline for submission of stockholder nominations and
proposals in accordance with the Company’s by-laws for the 2018 Annual Meeting of Stockholders (the “Commitment Period”). The
Company also agreed that the Board’s size shall remain at seven (7) directors throughout the Commitment Period.
Under the terms of the Agreement, EJF has agreed to withdraw its Notice of Nomination, dated March 9, 2017, in which it nominated
Mr. Neuhauser and Mr. Stein for election as directors of the Company at the 2017 Annual Meeting. Pursuant to the Agreement, and
subject to certain conditions, EJF has also agreed to certain standstill and voting provisions during the Commitment Period. Under the
voting provisions of the Agreement, EJF has agreed during the Commitment Period to vote, or cause to be voted, all shares of the
Company’s common stock owned by EJF or its controlled or controlling affiliates in favor of the election of the directors nominated
by the Board at the 2017 Annual Meeting.
Based on EJF’s amended Schedule 13D filed March 17, 2017, EJF and its affiliates beneficially own an aggregate of approximately
9.9% of the Company’s common stock.
The foregoing description of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On April 27, 2017, Mr. Thomas P. Gibbons and Ms. Deborah M. Reif each notified the Company of their respective decision to retire
from the Board, effective at the end of the current term expiring at the 2017 Annual Meeting, and not to stand for re-election as a
member of the Board at the 2017 Annual Meeting.
Mr. Gibbons has served as a director since July 1, 2011 and currently serves as a member of the Board’s Audit Committee and
Finance, Compliance & Risk Management Committee. Ms. Reif has served as a director since April 1, 2010 and currently serves as
chair of the Board’s Human Capital and Compensation Committee and as a member of the Board’s Finance, Compliance & Risk
Management Committee.
Mr. Gibbons’ and Ms. Reif’s decisions were not due to any disagreement with the Company or concern in respect of any matter
relating to the Company’s accounting, operations, policies or practices, and were unrelated to the Agreement.
Item 8.01
Other Events.
On April 28, 2017, the Company issued a press release announcing entry into the Agreement, which is filed as Exhibit 99.1 hereto and
is incorporated herein by reference.
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Item 9.01
(d)
Financial Statements and Exhibits.
Exhibits.
Exhibit No.
Description
10.1
Letter Agreement among PHH Corporation, EJF Capital LLC, EJF Debt Opportunities Master
Fund, L.P. and EJF Debt Opportunities GP, LLC dated April 28, 2017.
99.1
PHH Corporation press release dated April 28, 2017.
Important Information for Investors
This current report is not intended to and does not constitute the solicitation of any vote or approval in any jurisdiction. In connection
with its agreement with EJF, PHH Corporation will file with the Securities and Exchange Commission (the “SEC”) and mail or
otherwise provide to its shareholders a proxy statement regarding the agreement, among other matters (the “Proxy Statement”).
BEFORE MAKING ANY VOTING DECISION, PHH CORPORATION’S SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH
THE SEC IN CONNECTION WITH THE AGREEMENT OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE AGREEMENT. PHH Corporation investors and security holders
may obtain a free copy of the Proxy Statement and other documents that PHH Corporation files with the SEC (when available) from
the SEC’s website at www.sec.gov and the “Investors” section of http://www.phh.com. In addition, the Proxy Statement and these
other documents may also be obtained for free from PHH Corporation by contacting Investor Relations: in writing at PHH
Corporation, 3000 Leadenhall Road, Mt. Laurel, NJ 08054, by telephone at 856-917-7405, or by email at [email protected].
Certain Information Concerning Participants in the Proxy Solicitation
PHH Corporation and its directors, executive officers and employees may be deemed participants in connection with the solicitation of
proxies from PHH Corporation’s shareholders with respect to its agreement with EJF. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation, including a description of their direct or indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement that will be filed with the SEC.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PHH CORPORATION
By:
Name:
Title:
Dated: April 28, 2017
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/s/ William Brown
William Brown
Senior Vice President, General Counsel
and Corporate Secretary
EXHIBIT INDEX
Exhibit No.
Description
10.1
Letter Agreement among PHH Corporation, EJF Capital LLC, EJF Debt Opportunities Master Fund, L.P.
and EJF Debt Opportunities GP, LLC dated April 28, 2017.
99.1
PHH Corporation press release dated April 28, 2017.
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Exhibit 10.1
PHH Corporation
3000 Leadenhall Road
Mount Laurel, New Jersey 08054
April 28, 2017
EJF Capital LLC
EJF Debt Opportunities Master Fund, L.P.
EJF Debt Opportunities GP, LLC
2107 Wilson Boulevard, Suite 410
Arlington, Virginia 22201
Ladies and Gentlemen:
This letter agreement (this “Agreement”) constitutes the agreement among PHH Corporation, a Maryland corporation (the “ Company
”), EJF Capital LLC, a Delaware limited liability company (“ EJF ”), EJF Debt Opportunities Master Fund, L.P., a Cayman Islands
limited partnership (the “ Debt Fund ”), and EJF Debt Opportunities GP, LLC, a Delaware general partnership (together with EJF and
the Debt Fund, the “ Investors ”). Each of the Company and each of the Investors is individually a “ Party ” and collectively, they are
the “ Parties .” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraph 11 hereof.
1.Nomination of Investor Nominees.
(a)The Parties agree that, in connection with the 2017 Annual Meeting:
(i)the Company will cause two (2) of the existing directors of the Company not to stand for reelection;
(ii)the board of directors of the Company (the “Board”) shall (subject to paragraphs 2 and 3 hereof)
nominate as directors of the Company at the 2017 Annual Meeting (A) James Neuhauser and (B) Kevin Stein (each, an “
Investor Nominee ” and together, the “ Investor Nominees ”);
(iii)as of the date of this Agreement, each of the Investor Nominees is appointed as an observer to the
Board until the 2017 Annual Meeting and each Investor Nominee shall (A) receive copies of all notices and written
information furnished to the full Board or any committee of the Board, reasonably in advance of each meeting to the extent
practicable and in any event at the same time as members of the Board or the applicable committee, and (B) be permitted to
be present at all meetings of the full Board (whether by telephone or in person). Notwithstanding the foregoing, the
Company shall be entitled to withhold any information and exclude the Investor Nominees from any meeting, or any
portion thereof, as is reasonably determined by the Company to be necessary to protect the Company’s attorney-client
privilege until the Investor Nominees are elected to the Board; provided, however, that the Company will use its reasonable
best efforts to minimize the frequency and duration of any exclusions pursuant to this sentence;
(iv)from the date of the this Agreement until the expiration of the Commitment Period, the size of the
Board shall remain at seven (7) directors; and
(v)the Company shall (subject to paragraphs 2 and 3 hereof) (A) recommend that the Company’s
stockholders vote in favor of the election of each of the Company’s nominees (including the Investor Nominees), (B) solicit
proxies for each of the Company’s nominees (including the Investor Nominees), (C) cause all Company Shares represented
by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of each of the Company’s
nominees (including the Investor Nominees) and (D) otherwise support the Investor Nominees for election in a manner no
less rigorous and favorable than the manner in which the Company supports its other nominees.
(b)Promptly following the election of the Investor Nominees to the Board through the
expiration of the Commitment Period, the Board shall cause each of the Board’s committees (whether such
committees are standing committees of the Board or special committees of the Board) to include one Investor
Nominee, in each case selected by the Board; provided that the Board shall allocate such committee positions
reasonably between the Investor Nominees.
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2.Vacancies.
(a)If either of the Investor Nominees is unable to serve as a director nominee with respect to
the 2017 Annual Meeting or, after having been elected to the Board, resigns, is removed (other than for cause) or
is otherwise unable or unwilling to serve as a director at any time during the Commitment Period, then the
Investors shall have the right to recommend another person (each, an “ EJF Replacement Designee ”) to serve as a
director nominee or director, as applicable, in place of the applicable Investor Nominee; provided , that any such
EJF Replacement Designee shall (i) satisfy the Board membership criteria set forth in the Company’s Corporate
Governance Guidelines (the “ Corporate Governance Guidelines ”), (ii) qualify as an “independent director” under
applicable rules of the SEC, the applicable rules of the New York Stock Exchange and the Corporate Governance
Guidelines, and (iii) be reasonably acceptable to the Board in its good faith business judgment after exercising its
fiduciary duties. Reasonably promptly after an EJF Replacement Designee has been recommended by the
Investors and approved by the Corporate Governance Committee of the Board (the “ Corporate Governance
Committee ”) in accordance herewith (taking into account the Company’s director review process, which the
Company shall commence promptly upon such recommendation by the Investors), the Board will nominate for
election or appoint as a director, as applicable, such EJF Replacement Designee. For the avoidance of doubt, the
Board shall vote on the appointment of such EJF Replacement Designee no later than three (3) business days after
the Corporate Governance Committee recommendation of such EJF Replacement Designee and neither the
Corporate Governance Committee nor the Board shall reject the EJF Replacement Designee unless such EJF
Replacement Designee fails to satisfy the criteria set forth in clauses (i), (ii) and (iii) of the first sentence of this
paragraph 2(a). In the event the Board shall decline to accept an EJF Replacement Designee, the Investors may
propose a replacement, subject to the criteria set forth in clauses (i), (ii) and (iii) of the first sentence of this
paragraph 2(a). Upon becoming a director nominee or member of the Board, as applicable, the EJF Replacement
Designee shall be treated as, and shall be subject to the terms and conditions hereunder applicable to, an Investor
Nominee.
(b)If the Board learns that an Investor Nominee has committed, been indicted or charged with,
or made a plea of nolo contendre to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or
fraud (A) before the 2017 Annual Meeting, then the Company and the Board shall have no obligations pursuant to
paragraph 1(a) with respect to such Investor Nominee (but the Company shall have such obligations with respect
to any EJF Replacement Designee), or (B) after the 2017 Annual Meeting (if such Investor Nominee is elected to
the Board), the Board may, in its sole discretion, request that such Investor Nominee resign from the Board and
any committees thereof pursuant to the conditional resignation letter in the form attached hereto as Exhibit B
(the “ Conditional Resignation Letter ”). In the case of either (A) or (B) of the preceding sentence, the Investors
shall have the right to recommend an EJF Replacement Designee in accordance with paragraph 2(a), which
individual shall be treated as, have the rights of, and shall be subject to the terms and conditions hereunder
applicable to, an Investor Nominee.
(c)Any other vacancy on the Board occurring during the Commitment Period shall be filled by
the Board upon the recommendation of the Corporate Governance Committee and in accordance with the
Amended and Restated Articles of Incorporation of the Company, as amended and supplemented through June 12,
2013 (as further amended from time to time, the “ Charter ”), and the Amended and Restated By-Laws of the
Company, as amended through December 17, 2015 (as further amended from time to time, the “ By-Laws ” and
together with the Charter, “ Governing Documents ”) and the Corporate Governance Guidelines.
3.Completion of Director Nominee Materials. As a condition to the Company’s obligations to (a) nominate any
Investor Nominee (or any EJF Replacement Designee) for election as a director at any Annual Meeting (including the 2017
Annual Meeting) and (b) appoint any EJF Replacement Designee to the Board, such Investor Nominee or EJF Replacement
Designee, as applicable, shall provide any information and documentation that the Company reasonably requires, including
information called for by the Company’s standard directors’ and officers’ questionnaire or required to be disclosed in a
proxy statement or other filing under applicable law, stock exchange rules or listing standards, and information and
documentation in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying
compliance and legal obligations, and shall consent to appropriate background checks, to the extent, in each case, consistent
with the information, documentation and background checks required by the Company in accordance with past practice with
respect to other members of the Board. The Company agrees and acknowledges that as of the date of this Agreement, the
Company is not aware of any information described in the preceding sentence that the Company has not received from, on
behalf of or with respect to either Investor Nominee. The Company agrees that any request for information or documentation
relating to an EJF Replacement Designee shall be substantially similar to the information and documentation requested from
the Investor Nominees. On or prior to the date of this Agreement, the Investors shall have caused each of the Investor
Nominees to have provided to the Company (or each of the Investor Nominees shall have otherwise provided to the
Company) (i) a letter executed by such Investor Nominee (which shall be countersigned by the Company) in the form
attached hereto as Exhibit A and (ii) an executed Conditional Resignation Letter.
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4.Rights and Obligations of Elected Investor Nominees. The Parties agree that the Investor Nominees, upon
election to the Board, shall (a) be governed by the Corporate Governance Guidelines, other policies of the Company
applicable to other independent directors and the related obligations regarding confidentiality, conflicts of interest,
related-party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and director resignation
policies, and (b) have the same rights and benefits, including with respect to insurance, indemnification, compensation and
fees, as are applicable to all independent directors of the Company.
5.Withdrawal of Notice of Nomination. The Debt Fund hereby irrevocably withdraws its Notice of Nomination,
dated March 9, 2017, in which it nominated James Neuhauser and Kevin Stein for election as directors of the Company at
the 2017 Annual Meeting (the “ EJF Nomination ”). Each of the Investors shall immediately cease, and shall cause each of
the Restricted Persons and each of the Investor Nominees to immediately cease, all efforts, direct or indirect, in furtherance
of the EJF Nomination and any related solicitation in connection with the EJF Nomination. In addition, each of the Investors
shall instruct their respective Representatives to immediately cease all efforts, direct or indirect, in furtherance of the EJF
Nomination and any related solicitation in connection with the EJF Nomination.
6.Investor Support of Board Actions. In connection with the 2017 Annual Meeting (and any adjournments or
postponements thereof) the Investors shall cause their Company Shares to be present for quorum purposes and shall vote or
cause to be voted all Company Shares beneficially owned by them or their controlling or controlled Affiliates and which
they or such controlling or controlled Affiliates are entitled to vote on the record date for the 2017 Annual Meeting in favor
of the election of directors nominated by the Board.
7.Company Press Release and SEC Filings. Promptly following the execution and delivery of this Agreement (but
in any event within one (1) business day after the date hereof), the Company shall issue a press release disclosing entry by
the Parties into this Agreement and the appointment of the Investor Nominees to the Board, which press release shall be
reasonably satisfactory to the Investors. Each Party shall not, and shall cause its Affiliates and its and their respective
principals, directors, members, general partners, officers, employees, agents and other representatives (such Persons,
collectively, a Party’s “ Representatives ”) not to, make any statement inconsistent with the Company Press Release in
connection with the announcement of this Agreement or the matters contemplated hereby. Each of the Investors shall not,
and shall cause its other Representatives not to, issue any press release in connection with the execution of this Agreement.
Additionally, promptly following the execution and delivery of this Agreement, the Company shall file a Current Report on
Form 8-K (the “ Company 8-K ”), which shall report the entry into this Agreement. The Investors shall promptly, but in no
event prior to the issuance by the Company of the Company Press Release and the filing by the Company of the Company
8-K, prepare and file an amendment to the Schedule 13D with respect to the Company originally filed by the Investors with
the SEC on March 9, 2017 (such amendment, the “ Schedule 13D/A ”) disclosing their entry into this Agreement and
amending the Schedule 13D, as appropriate. Each of the Company 8-K and the Schedule 13D/A shall be consistent with the
Company Press Release and the terms of this Agreement. The Company 8-K shall be in form and substance reasonably
acceptable to the Company and the Investors, and the Schedule 13D/A shall be in form and substance reasonably acceptable
the Company and the Investors.
8.Standstill. From the date of this Agreement until the expiration of the Commitment Period, each of the Investors
shall not, and shall cause its Affiliates (collectively, “ Restricted Persons ”) and shall instruct their respective
Representatives not to, directly or indirectly, absent prior express written invitation or authorization by the Board:
(a)engage in any “solicitation” (as such term is used in the proxy rules of the SEC) of proxies
or consents with respect to the election or removal of directors of the Company or become a “participant” (as such
term is used in the proxy rules of the SEC) in any such solicitation of proxies or consents;
(b)(i) seek, alone or in concert with others, election or appointment to, or representation on, the
Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board,
except as set forth herein, (ii) seek, alone or in concert with others, the removal of any member of the Board, (iii)
conduct a referendum of stockholders of the Company or (iv) seek to call, request the call of or join with any other
stockholder in a request to call, a special meeting of the Company’s stockholders;
(c)make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the
Exchange Act) relating to the Company;
(d)encourage or advise any Person or assist any Person in encouraging or advising any other
Person (i) with respect to the giving or withholding of any proxy or consent relating to, or other authority to vote,
any Voting Securities, or (ii) in conducting any type of referendum relating to the Company (other than such
encouragement or advice that is consistent with management’s recommendation in connection with a particular
matter, in the case of each of (i) and (ii), solely with respect to the election or removal of directors;
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(e)form, join or act in concert with any “group” as defined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities, other
than solely with the other Investors and Affiliates of the Investors with respect to Voting Securities;
(f)acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any Third
Party in the acquisition of, any Voting Securities of the Company, or engage in any swap or hedging transactions
or other derivative agreements of any nature with respect to Voting Securities, in each case, if such acquisition,
offer, agreement or transaction would result in the Investors having beneficial ownership of more than 10.0%, or
economic exposure to more than 10.0%, of the outstanding Company Shares;
(g)enter into a voting trust, arrangement or agreement with respect to any Voting Securities, or
subject any Voting Securities to any voting trust, arrangement or agreement, other than (i) this Agreement, (ii)
solely with the other Investors or Affiliates of the Investors, or (iii) granting proxies to the named proxies included
in the Company’s proxy card for an annual meeting or a special meeting;
(h)except as set forth herein, make any public proposal with respect to (i) any change in the
number or term of directors or the filling of any vacancies on the Board, or (ii) any waiver, amendment or
modification to the Governing Documents of the Company;
(i)grant any proxy, consent or other authority to vote with respect to the election of directors
other than to the named proxies included in the Company’s proxy card for an annual meeting;
(j)engage in, or offer to or agree to engage in, directly or indirectly, any transaction (including
through swap or hedging transactions or otherwise) that (i) reduces in any material respect the economic risk of
ownership of any Company Shares owned by it or the other Restricted Persons or (ii) decouples the economic risk
of ownership from the underlying Voting Securities owned by it or the other Restricted Persons;
(k)engage in any short sale or any purchase, sale or grant of any option, warrant, convertible
security, stock appreciation right, or other similar right (including any put or call option or “swap” transaction with
respect to any security) that includes, relates to or derives any significant part of its value from a decline in the
market price or value of the Voting Securities;
(l)either alone or in concert with others, directly or indirectly, make any tender offer, exchange
offer or be a party to any merger, consolidation, acquisition, business combination, purchase of a division,
purchase of substantially all of the assets, recapitalization, restructuring, liquidation, dissolution or similar
extraordinary transaction involving the Company or any of its subsidiaries or its or their respective securities or
assets (each, an “Extraordinary Transaction”) (it being understood that the foregoing shall not restrict the
Restricted Persons or their Representatives from tendering shares, receiving payment for shares or otherwise
participating in any such transaction initiated by a Third Party on the same basis as other stockholders of the
Company or from participating in any such transaction that has been approved by the Board);
(m)institute, solicit, assist or join any litigation, arbitration or other proceeding against or
involving the Company or any of its subsidiaries or any of its or their respective current or former directors or
officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this
paragraph 8 other than to enforce the provisions of this Agreement and to defend (and/or assert counterclaims in)
any litigation in which any Restricted Person is a defendant;
(n)make any request for stock list materials or other books and records of the Company under
Section 2-512 of the Maryland General Corporation Law or other statutory or regulatory provisions providing for
stockholder access to books and records;
(o)make or issue, or cause to be made or issued, any public disclosure, statement or
announcement (including the filing or furnishing of any document or report with the SEC or any other
governmental agency or any disclosure to any journalist, member of the media or securities analyst) in support of
any solicitation described in clauses (a), (b), (c) or (m) above;
(p)publicly disclose any intention, plan or arrangement inconsistent with any provision of this
paragraph 8; or
(q)make any request or submit any proposal to amend or waive the terms of this Agreement, in
each case which would reasonably be expected to result in a public announcement of such request or proposal.
Notwithstanding anything to the contrary in this Agreement, nothing in this paragraph 8 shall prohibit or restrict the
Investors from: (i) communicating privately with the Board or any of the Company’s officers regarding any matter in a manner
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that does not otherwise violate this Section 8; (ii) taking any action necessary to comply with any law, rule or regulation or any action
required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Investors or any of
their respective Affiliates in a manner that does not otherwise violate this paragraph 8; or (iii) communicating with its investors in
quarterly or annual letters provided such communications are subject to standard confidentiality obligations. The Investors
acknowledge and agree that they shall be liable for any breach by their respective Affiliates or Representatives of any of the terms of
this Agreement applicable to such Representatives. In addition, the Company agrees to provide the Investors, upon the Investors’
reasonable request, with the same degree, type and frequency of access to the Board and members of the Company’s senior
management that is customarily provided to other stockholders with similarly sized shareholdings in the Company.
9.Non-Disparagement. During the Commitment Period, each of the Company and the Investors shall refrain from
making, and shall cause its and their respective Affiliates and its and their respective Representatives acting on their behalf
to refrain from making, any statement or announcement, including in any document or report filed with or furnished to the
SEC or through the press, media, analysts or other Persons, that constitutes an ad hominem attack on, or otherwise
disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of, (a) in the case of statements or
announcements by any of the Investors, the Company, any of its Affiliates, or any of its and their respective advisors or
current or former officers, directors or employees, and (b) in the case of statements or announcements by the Company, the
Investors or any of their respective advisors or employees. The foregoing shall not (i) restrict the ability of any Person to
comply with any subpoena or other legal process or respond to a request for information from any governmental authority
with jurisdiction over the Person from whom information is sought or (ii) apply to any private communications solely
between the Investors, their respective Affiliates and their respective Representatives, on the one hand, and the Company, its
Affiliates and its and their respective Representatives, on the other hand.
10.Securities Law Acknowledgement. The Investors hereby acknowledge that they and their Affiliates are aware
that United States securities laws may restrict any person who has material, non-public information about a company from
purchasing or selling any securities of such company while in possession of such information.
11.Defined Terms. As used in this Agreement, (a) “Affiliate” shall have the meaning set forth in Rule 12b-2
promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date
of this Agreement; provided , that “Affiliates” of a Person shall not include any entity, solely by reason of the fact that one
or more of such Person’s employees or principals serves as a member of its board of directors or similar governing body,
unless such Person otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC
under the Exchange Act); (b) “ Annual Meeting ” shall mean the annual meeting of stockholders of the Company, and any
reference to an Annual Meeting preceded by a calendar year ( e.g. , “2017”) shall mean the Annual Meeting to occur during
such calendar year; (c) “ beneficially own ,” “ beneficially owned ” and “ beneficial ownership ” shall have the meaning set
forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (d) “ business day ” shall mean any day other
than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (e) “ Commitment Period ”
shall mean the period from the date of this Agreement until the thirtieth day prior to the deadline for submission of
stockholder nominations and proposals in accordance with the By-Laws for the 2018 Annual Meeting; (f) “ Company Shares
” means shares of common stock of the Company, par value $0.01 per share; (g) “ controlled ,” “ controlling ” and “
controlled by ” shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; (h) “ Person ” shall be
interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or
unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (i) “ SEC ”
means the United States Securities and Exchange Commission; (j) “ Third Party ” shall mean any Person that is not a Party
or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any Party; and (k) “
Voting Securities ” shall mean the Company Shares and any other securities of the Company entitled to vote in the election
of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not
subject to the passage of time or other contingencies.
12.Investor Representations. Each of the Investors, severally and not jointly, represents, warrants and agrees that
(a) this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of such
Investor, enforceable against it in accordance with its terms; (b) except as disclosed in writing to the Company prior to the
execution and delivery of this Agreement or, with respect to any EJF Replacement Designee, prior to his or her nomination
or appointment, as applicable, neither it nor any of its Affiliates has or will during the Commitment Period have, any
agreement, arrangement or understanding, written or oral, with the Investor Nominees, any EJF Replacement Designee or
any other member of the Board pursuant to which any such individual has been or will be compensated for his or her service
as a director on, or nominee for election to, the Board; and (c) as of the date of this Agreement, (i) the Investors and their
respective Affiliates collectively beneficially own an aggregate of 5,292,329 shares of Voting Securities of the Company and
(ii) none of the Investors nor any of their respective Affiliates, is a party to any swap or hedging transactions or other
derivative agreements of any nature with respect to the Voting Securities of the Company.
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13.Company Representations. The Company represents and warrants that (a) this Agreement has been duly
authorized, executed and delivered by it and is a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms; (b) this Agreement does not require the approval of the stockholders of the
Company; and (c) this Agreement does not violate any law, any order of any court or other agency of government, the
Company’s Governing Documents, each as in effect on the date hereof.
14.Specific Performance. The Company and each of the Investors each acknowledge and agree that money
damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the
event of any breach or threatened breach hereof, (a) the non-breaching Party shall be entitled to seek injunctive and other
equitable relief, without proof of actual damages; (b) the breaching Party shall not plead in defense thereto that there would
be an adequate remedy at law; and (c) the breaching Party agrees to waive any applicable right or requirement that a bond be
posted by the non-breaching party. Such remedies shall not be the exclusive remedies for a breach of this Agreement, but
shall be in addition to all other remedies available at law or in equity.
15.Miscellaneous. This Agreement (including its exhibits and schedules) constitutes the only agreement between
the Investors and the Company with respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and permitted assigns. No Party may assign or otherwise transfer either
this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.
Any purported transfer requiring consent without such consent shall be void. No amendment, modification, supplement or
waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party affected thereby,
and then only in the specific instance and for the specific purpose stated therein. Any waiver by any Party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of
any breach of any other provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.
16.Validity. If any provision of this Agreement is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement
held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or
unenforceable. The Parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid
and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.
17.Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws
of the State of Maryland. Each of the Parties (a) irrevocably and unconditionally consents to the personal jurisdiction and
venue of the Circuit Court for Baltimore City, Maryland, or, in the event the action involves a cause of action over which the
federal courts have exclusive subject matter jurisdiction, the United States District Court for the District of Maryland, (b)
agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that it shall not bring any action relating to this Agreement or otherwise in any court other than such
courts and (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum. The Parties
agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in
paragraph 19 below or in such other manner as may be permitted by applicable law, shall be valid and sufficient service
thereof. Each of the Parties, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily
and intentionally waives any right that such Party may have to a trial by jury in any litigation based upon or arising out of
this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any course of
conduct, dealing, statements (whether oral or written), or actions of any of them. No Party shall seek to consolidate, by
counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot
be or has not been waived.
18.No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and shall not be
enforceable by any other Person.
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19.Notice. All notices, consents, requests, instructions, approvals and other communications provided for herein,
and all legal process in regard hereto, shall be in writing and shall be deemed validly given, made or served when delivered
in person, by electronic mail, by overnight courier or two (2) business days after being sent by registered or certified mail
(postage prepaid, return receipt requested) as follows:
If to the Company to:
PHH Corporation
3000 Leadenhall Road
Mount Laurel, New Jersey 08054
Attn: William F. Brown
E-mail: [email protected]
with a copy (which shall not constitute notice) to:
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4834
Attn: Thomas W. Christopher
E-mail: [email protected]
If to the Investors:
EJF Capital LLC
EJF Debt Opportunities Master Fund, L.P.
EJF Debt Opportunities GP, LLC
2107 Wilson Boulevard, Suite 410
Arlington, Virginia 22201
Attn: David Bell
E-mail: [email protected]
with a copy (which shall not constitute notice) to:
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attn: Warren S. de Wied, Esq.
E-mail: [email protected]
At any time, any Party may, by notice given in accordance with this paragraph 19 to the other Party, provide updated information for
notices hereunder.
20.Expenses. All fees, costs and expenses, including, without limitation, attorneys’ fees, incurred by each of the
Parties in connection with the matters contemplated by this Agreement shall be borne by the Party incurring such fees, costs
or expenses.
21.Representation by Counsel. Each of the Parties acknowledges that it has been represented by counsel of its
choice throughout all negotiations that have preceded the execution and delivery of this Agreement, and that it has executed
this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and
preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work
product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly,
any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any
Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any
controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation.
22.Counterparts. This Agreement may be executed by the Parties in separate counterparts (including by fax, jpeg,
.gif, .bmp and .pdf), each of which when so executed shall be an original, but all such counterparts shall together constitute
one and the same instrument.
[Signature pages follow.]
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If the terms of this Agreement are in accordance with your understanding, please sign below, whereupon this Agreement shall
constitute a binding agreement among us.
Very truly yours,
PHH CORPORATION
By:/s/Glen A. Messina
Name:Glen A. Messina
Title:President and Chief Executive Officer
[Signature Page to Letter Agreement]
Accepted and agreed to as of the date first written above:
EJF CAPITAL LLC
By: /s/Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chief Executive Officer
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
By: EJF DEBT OPPORTUNITIES GP, LLC
Its: General Partner
By: EJF CAPITAL LLC
Its: Sole Member
By: /s/Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chief Executive Officer
EJF DEBT OPPORTUNITIES GP, LLC
By: EJF CAPITAL LLC
Its: Sole Member
By: /s/Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chief Executive Officer
[Signature Page to Letter Agreement]
Exhibit A
Form of Nominee Letter
(See attached.)
NOMINEE LETTER
April 28, 2017
Board of Directors
PHH Corporation
3000 Leadenhall Road
Mount Laurel, New Jersey 08054
Re: Consent
Ladies and Gentlemen:
This letter is delivered in connection with paragraph 3 of that certain Letter Agreement, dated as of April 28, 2017, by and
among the PHH Corporation, a Maryland corporation, EJF Capital LLC, a Delaware limited liability company, EJF Debt
Opportunities Master Fund, L.P., a Cayman Islands limited partnership, and EJF Debt Opportunities GP, LLC, a Delaware general
partnership (the “Agreement”). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.
In connection with the Agreement, I hereby consent to (i) being named as a nominee for the position of director of the
Company in the Company’s proxy statement for the 2017 Annual Meeting and (ii) serving as a director if I am so elected at the 2017
Annual Meeting. I also agree that, after the date hereof, I will provide to the Company, as requested by the Company from time to
time, such information as the Company is entitled to reasonably receive from members of the Board and as is required to be disclosed
in proxy statements under applicable law.
At all times while serving as a member of the Board, I agree to comply with all policies, procedures, processes, codes, rules,
standards and guidelines applicable to Board members, including the Company’s Corporate Governance Guidelines, Code of Business
Ethics and Conduct, Non-Employee Director and Employee Share Ownership and Retention Policy and Policy Prohibiting Pledging
and/or Hedging of PHH Corporation Securities, in each case, that have been identified to me, and to preserve the confidentiality of the
Company’s business and information, including discussions or matters considered in meetings of the Board or Board committees.
[Signature pages follow.]
Sincerely,
________________________________
Name:
[James Neuhauser][Kevin Stein]
[Signature Page to Nominee Letter]
ACKNOWLEDGED AND AGREED:
PHH Corporation
By: ______________________________________
Name:
Title:
[Signature Page to Nominee Letter]
Exhibit B
Form of Conditional Resignation Letter
(See attached.)
Form of Conditional Resignation Letter
________, 20[ ]
Board of Directors
PHH Corporation
3000 Leadenhall Road
Mount Laurel, New Jersey 08054
To the Board of Directors:
I hereby tender my irrevocable resignation from the Board of Directors (the “Board”) of PHH Corporation (the “ Company ”) and any
committees of the Board on which I then serve, effective immediately upon (i) the Board’s acceptance of such resignation in the event
of my failure to receive more votes cast “for” than “against” my election to the Board at the Company’s 2017 Annual Meeting of
Stockholders, or (ii) the Board’s request for such resignation in the event I commit or am indicted or charged with, or make a plea of
nolo contendre to, a felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud.
Sincerely,
________________________________
Name:
[James Neuhauser][Kevin Stein]
cc: William F. Brown, Esq.
Exhibit 99.1
PHH Corporation Announces Agreement with EJF Capital
PHH to Nominate James Neuhauser and Kevin Stein for Election as Directors at 2017 Annual Meeting
Thomas P. Gibbons and Deborah M. Reif Will Not Stand for Re-election at 2017 Annual Meeting
Mount Laurel, NJ - April 28, 2017 - PHH Corporation (NYSE: PHH) today announced that it has entered into an agreement with EJF
Capital LLC, EJF Debt Opportunities Master Fund, L.P. and EJF Debt Opportunities GP, LLC (collectively, “EJF”). EJF and its
affiliates beneficially own an aggregate of approximately 9.9% of the Company’s common stock.
Under the terms of the agreement, following the review and recommendation of the Corporate Governance Committee and approval
by the Board, the Company agreed to nominate James Neuhauser and Kevin Stein for election to the Company’s Board of Directors at
the Company’s 2017 annual meeting of stockholders. EJF has agreed to vote the shares of the Company’s common stock beneficially
owned by it in favor of all of the Company’s nominees at the 2017 annual meeting.
In connection with the execution of the agreement, the Company appointed Mr. Neuhauser and Mr. Stein to serve as observers to the
Board until the 2017 annual meeting. If Mr. Neuhauser and Mr. Stein are elected to the Board at the 2017 annual meeting, the
Company has also agreed to cause each of the Board’s committees to include at least one of them during an applicable commitment
period, which is expected to run until the thirtieth day prior to the deadline for submission of stockholder nominations and proposals in
accordance with the Company’s by-laws for the Company’s 2018 annual meeting of stockholders.
On April 27, 2017, Thomas P. Gibbons and Deborah M. Reif notified the Board that they decided not to stand for re-election at the
2017 annual meeting for reasons unrelated to the Company’s agreement with EJF.
“We are grateful for Todd and Debbie’s many years of outstanding service to the Board and wish them well in the future. We look
forward to a smooth transition and to maintaining a balanced mix of qualified, diverse Directors with the requisite skills and
experience to understand the business, risks, challenges and opportunities ahead for PHH,” said James Egan, Non-Executive Chairman
of the Board of PHH. “Jim and Kevin bring broad and deep experience in the mortgage and financial services industries, and their
collective expertise will be a welcome contribution as we execute our strategic plans and remain committed to our longstanding goal
of maximizing value for our shareholders.”
Pursuant to the agreement, EJF has agreed to certain customary standstill, voting and other provisions. The full agreement between
PHH and EJF will be filed on a Form 8-K with the Securities and Exchange Commission.
Latham & Watkins is serving as legal counsel to the Company. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal
counsel to EJF.
Biographies
James Neuhauser has served as a Managing Member of Turtlerock Capital, LLC, a real estate fund investing in luxury homes in Los
Angeles, since 2009. From 2011 to 2016, Mr. Neuhauser was the Chief Investment Officer at FBR Capital Markets & Co., managing a
proprietary investment portfolio that averaged $80 million over the five year period. At FBR Capital Markets & Co., Mr. Neuhauser
also served as Head of the Commitment Committee for ten years and Head of Investment Banking for five years. From 1986 to 1993,
he was employed by Trident Financial Group, where he provided financial and mergers and acquisitions advisory services to financial
institutions.
Kevin Stein is Chief Executive Officer of Resolution Analytica Corp., a buyer of commercial judgments, and an Operating Adviser of
KCK-US, Inc., a private equity firm. Mr. Stein was previously a Managing Director in the Financial Institutions Group of Barclays
advising banks, specialty finance companies and financial sponsors until 2016. Prior to joining Barclays in 2011, Mr. Stein was a
Partner at FBR Capital Markets & Co. advising banks and specialty finance companies and was Group Head of the Depository
Practice. From 1994 to 2004, Mr. Stein was an executive of GreenPoint Financial Corporation, a $25 billion bank holding company
based in New York City. During his tenure at GreenPoint, Kevin’s roles included Director of Strategy and Corporate Development,
Executive Vice President of Mortgage Banking, Chief Information Officer and Director
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of Retail Banking. Prior to joining GreenPoint in 1994, Mr. Stein was an Associate Director of the Federal Deposit Insurance
Corporation, Division of Resolutions. Mr. Stein is Audit Committee Chairman and a Director of Bedford Stuyvesant Restoration
Corporation, the first community development corporation in the U.S.
About PHH Corporation
Headquartered in Mount Laurel, New Jersey, PHH Corporation is a leading provider of end-to-end mortgage solutions through its
subsidiary, PHH Mortgage. Its outsourcing model and proven expertise, combined with a strong commitment to operational
excellence and customer service, has enabled PHH Mortgage to become one of the largest non-bank originators and servicers of
residential mortgages in the United States. PHH Mortgage provides mortgage solutions for the real estate market and financial
institutions, and offers home financing directly to consumers. For additional information, please visit www.phh.com .
Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. 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.”
You should understand that forward-looking statements are not guarantees of performance or results and are preliminary in nature.
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 U.S. Securities and Exchange Commission, including our 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
us or our businesses generally. Such periodic reports are available in the “Investors” section of our website at http://www.phh.com
and are also available at http://www.sec.gov . Except for our ongoing obligations to disclose material information under the federal
securities laws, applicable stock exchange listing standards and unless otherwise required by law, we undertake 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.
Important Information for Investors
This communication is not intended to and does not constitute the solicitation of any vote or approval in any jurisdiction. In
connection with its agreement with EJF, PHH Corporation will file with the Securities and Exchange Commission (the “SEC”) and
mail or otherwise provide to its shareholders a proxy statement regarding the agreement, among other matters (the “Proxy
Statement”). BEFORE MAKING ANY VOTING DECISION, PHH CORPORATION’S SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE AGREEMENT OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE AGREEMENT. PHH Corporation investors and
security holders may obtain a free copy of the Proxy Statement and other documents that PHH Corporation files with the SEC (when
available) from the SEC’s website at www.sec.gov and the “Investors” section of http://www.phh.com. In addition, the Proxy
Statement and these other documents may also be obtained for free from PHH Corporation by contacting Investor Relations: in
writing at PHH Corporation, 3000 Leadenhall Road, Mt. Laurel, NJ 08054, by telephone at 856-917-7405, or by email at
[email protected].
Certain Information Concerning Participants in the Proxy Solicitation
PHH Corporation and its directors, executive officers and employees may be deemed participants in connection with the solicitation of
proxies from PHH Corporation’s shareholders with respect to its agreement with EJF. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation, including a description of their direct or indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement that will be filed with the SEC.
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Contact Information:
Investors
Hugo Arias, 856-917-0108
[email protected]
or
Media
Dico Akseraylian, 856-917-0066
[email protected]
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