PHH CORP

election_required = True...der (as defined below) who: • properly tenders and does not properly withdraw all Shares owned by the Odd Lot Holder at or below the Purchase Price (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled "Odd Lots" in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent's Message (as defined below), and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner's broker, dealer, commercial bank, trust company or other nominee for such completion or Agent's Message); and 7 Table of Contents •Secon...

expiry = 2017-09-08...ck for an Aggregate Purchase Price of Up to $266 Million in Cash At a Purchase Price Not Greater than $14.25 per Share Nor Less Than $13.45 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 8, 2017, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). PHH Corporation, a Maryland corporation ("PHH," the "Company," "we," "our" or "us"), is offering to purchase shares of its common stock,...

listed = True...e we may later make (subject to applicable law), we could purchase up to 19,776,951 Shares if the Offer is fully subscribed, which would represent approximately 38.6% of our issued and outstanding Shares as of August 4, 2017. See Sections 1 and 11. The Shares are listed on the New York Stock Exchange (the "NYSE") and trade under the symbol "PHH." On August 10, 2017, the last full trading day before the announcement of the Offer, the reported closing price of the Shares on NYSE was $13.95 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender your Sha...

mechanism = DUTCH...n their names and tender their Shares directly to the Depositary and whose Shares are purchased in the Offer will avoid any applicable odd lot discounts that might otherwise be payable on sales of their Shares. See Section 1 and Section 2. We believe that the modified "Dutch auction" tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of some or all of their investment if they so elect. The Offer provides stockholders with an opportunity to obtain liquidity with re...

must_tender_all = True...cating the price at which Shares are being tendered (in increments of $0.05) is checked in the section of the Letter of Transmittal captioned "Auction Price Tender: Price (in Dollars) per Share at Which Shares Are Being Tendered." In addition, Odd Lot Holders who tender all of their Shares must complete the section entitled "Odd Lots" in the Letter of Transmittal to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1. 22 Table of Contents Stockholders who desire to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are...

price = USD 14.25...ittal," which together, as each may be amended or supplemented from time to time, constitute the "Offer") and the other documents that constitute part of the Offer. At the maximum purchase price of $14.25 per Share, subject to any increase we may later make (subject to applicable law), we could purchase up to 18,666,666 Shares if the Offer is fully subscribed, which would represent approximately 36.4% of our issued and outstanding...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all Shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to "odd lot" priority, if any, proration and conditional tender described below. Upon the terms and subject to the conditions of the Offer, we will purchase, at the Purchase Price, Shares properly tendered in the Offer and not properly withdrawn up to a maximum aggregate purchase price of $266 million, or such fewer number of Shares as are properly tendered a...

threshold = 100...e do so, the preceding provisions will apply to the greater total number of Shares. Odd Lots. The term "Odd Lots" means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned a total of fewer than 100 Shares and so certified (or, in the case of a beneficial owner, arranges with the owner's broker, dealer, commercial bank, trust company or other nominee to so certify) in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery 18 Table of Contents (such tendering person, an "Odd Lot Holder")....

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 a2232984zex-99_a1i.htm EX-99.(A)(1)(I) Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Exhibit (a)(1)(i) Offer to Purchase By PHH CORPORATION Shares of its Common Stock for an Aggregate Purchase Price of Up to $266 Million in Cash At a Purchase Price Not Greater than $14.25 per Share Nor Less Than $13.45 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 8, 2017, UNLESS THE OFFER IS EXTENDE...