PHH 8K
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): January 6,
2006
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
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MARYLAND
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1-7797
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52-0551284
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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:
[
] 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))
On
January 6, 2006, PHH Corporation (the “Company”) amended
and restated the Three Year Competitive Advance and Revolving Credit Agreement,
dated as of December 21, 2004 (the “Existing Credit Agreement”), by entering
into the Amended and Restated Competitive Advance and Revolving Credit
Agreement, dated as of January 6, 2006 (the “Amended Credit Agreement”), among
the Company and PHH Vehicle Management Services Inc. (“PHH Canada”), a
wholly-owned Canadian subsidiary of the Company, as borrowers; J.P. Morgan
Securities, Inc. and Citigroup Global Markets, Inc., as joint lead arrangers;
the lenders referred to in the Amended Credit Agreement (the “Lenders”); and
JPMorgan Chase Bank, N.A., as a Lender and administrative agent for the Lenders.
Proceeds of loans under the Amended Credit Agreement will be used for working
capital and general corporate purposes and to support commercial paper
issuances.
The
terms
and conditions of the Amended Credit Agreement are substantially the same as
those of the Existing Credit Agreement, except that the size of the revolving
credit facility was increased from $1.25 billion to $1.30 billion, the
termination date has been extended from June 28, 2007 to January 6, 2011, and
certain other amendments have been made to the terms, conditions and covenants
of the Existing Credit Agreement, including the reduction of certain fees and
spreads over applicable benchmark interest rates and the integration of a
Canadian dollar sub-facility available to PHH Canada. This sub-facility is
currently available up to a US$50 million equivalent.
The
Amended Credit Agreement contains certain covenants, including covenants
requiring that the Company maintain (i) on the last day of each fiscal quarter,
net worth of $1.0 billion plus 25% of consolidated net income, if positive,
for each fiscal quarter ended after December 31, 2004 and (ii) at any time,
a ratio of indebtedness to tangible net worth of the Company and its
subsidiaries no greater than 10:1. As
of the
date of the amendment, there were no loans outstanding under the Amended Credit
Agreement.
The
information provided in response to Item 1.01, Entry
into Material Definitive Agreement,
above is
incorporated by reference in response to this Item.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
None.
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.
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PHH
CORPORATION
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By:
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/s/
Neil J. Cashen
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Name:
Neil
J. Cashen
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Title:
Executive
Vice President and Chief Financial Officer
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Dated:
January 11, 2006
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