Page 6 of 8 – SEC Filing
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to the statement on Schedule 13D (“Amendment No. 3”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on March 9, 2017 (the “Original Schedule 13D”), as further amended by the Amendment No. 1 filed on March 17, 2017, and the Amendment No. 2 filed on April 28, 2017, regarding the common stock, par value $0.01 per share (the “Common Stock”), of PHH Corporation, a Maryland corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054.
Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Original Schedule 13D, or the Amendment No. 1 or Amendment No. 2 thereto. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Original Schedule 13D.
This Amendment No. 3 serves as an exit filing for the Reporting Persons as the Reporting Persons, regardless of whether the Tender Offer settles as anticipated, no longer beneficially own more than 5% of the Issuer’s outstanding Common Stock.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
The following amends and restates the information set forth in the last two paragraphs of Item 4 of the Amendment No. 2 to the Original Schedule 13D in their entirety.
On August 11, 2017, the Issuer announced, through a press release and Form 8-K filing, the commencement of a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase shares of its Common Stock. The Issuer’s Tender Offer expired at 12:01 a.m., New York City time, on September 11, 2017. On September 8, 2017, the Reporting Persons determined that the Debt Fund should participate in the Tender Offer and the Debt Fund tendered in the Tender Offer, subject to settlement, 2,114,900 shares of Common Stock. The Issuer announced on September 11, 2017 that it expects to purchase 18,785,719 shares of Common Stock in the Tender Offer. The Reporting Persons believe that the 2,114,900 shares of Common Stock that the Debt Fund tendered are included in the shares of Common Stock expected to be purchased by the Issuer pursuant to the Tender Offer. In addition, and as reflected on Schedule 1, on September 8, 2017, the Debt Fund sold 2,455,000 additional shares of Common Stock. As a result of these sales and the Debt Fund’s participation in the Tender Offer, the Debt Fund no longer owns any shares other than a de minimis number of shares that it expects to sell in market transactions as soon as practicable.
Except as set forth in the preceding sentence, as of September 11, 2017, the Reporting Persons have no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the 51,306,854 shares of Common Stock outstanding as of August 4, 2017, as disclosed in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on August 9, 2017, less an additional approximately 18,785,719 shares properly tendered at or below the purchase price and not properly withdrawn before the expiration date, as reported by the Issuer in a press release issued on September 11, 2017.
The Debt Fund beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 100 such shares of Common Stock, representing approximately 0.0% of the outstanding shares of Common Stock. EJF Debt Opportunities GP, LLC, as the general partner of the Debt Fund, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 100 such shares of Common Stock, representing approximately 0.0% of the outstanding shares of Common Stock.
EJF, as an investment manager managing the Debt Fund through EJF Debt Opportunities GP, LLC, a general partnership of which it is the sole member, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 100 shares of Common Stock beneficially owned by the Debt Fund, representing approximately 0.0% of the outstanding shares of Common Stock. By virtue of Emanuel J. Friedman’s position as the controlling member of EJF, Emanuel J. Friedman beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 100 shares of Common Stock, representing approximately 0.0% of the outstanding shares of Common Stock.
Neither the filing of this Amendment No. 3 to the Original Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of this Amendment No. 3 to the Original Schedule 13D.
| (c) | Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares. |
| (e) | Not applicable. |
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