Ocwen Financial Corporation (NYSE:OCN) (‘Ocwen') entered into a definitive agreement to acquire PHH Corporation (NYSE:PHH) (‘PHH') for approximately $370 million on February 27, 2018. Under the terms of the agreement, PHH will receive $11 per share in an all cash consideration. As part of the transaction, Ocwen will assume $119 million of PHH's outstanding unsecured debt representing approximately $97 million of PHH's 7.375% Senior Notes Due 2019 and approximately $22 million of PHH's 6.375% Senior Notes Due 2021. Further, at the effective time of the merger, each outstanding time-based restricted stock unit and performance-based restricted stock unit will vest and be cancelled in exchange for the right of the holder thereof to receive the merger consideration in respect of each share of PHH common stock subject to such award. Ocwen expects to fund the transaction with a combination of PHH's cash, Ocwen's cash and available lines of credit. PHH will continue to exist following the merger as a direct, wholly-owned subsidiary of Ocwen. Following the closing of the merger, shares of PHH common stock will no longer be listed on the New York Stock Exchange. In case of termination, PHH will pay Ocwen a termination fee equal to $12.6 million. Glen A. Messina will assume the role of President and Chief Executive Officer of Ocwen. Ronald M. Faris, Ocwen's current President and Chief Executive Officer, will be retiring effective June 30, 2018 and John V. Britti will be assuming the role as interim Chief Executive Officer till the completion of transaction.

The transaction is subject to approval of PHH's shareholders, regulatory approvals including antitrust approval as required under the HSR Act, PHH maintaining a minimum adjusted net worth of a prescribed amount ranging from $393 million to $489 million and a minimum amount of available cash on hand ranging from $293 million to $367 million, and the completion of PHH's previously announced purchase of Realogy Corporation. The transaction has been unanimously approved by the Boards of both Ocwen and PHH. On April 19, 2018, the transaction has received early termination notice of antitrust approval waiting period by Federal Trade Commission. The transactions review committee of Board of Directors of Ocwen Financial Corporation was created by the Board upon recommendation of the Nomination/Governance Committee to oversee and direct our management's work in relation to the negotiation of the agreement and plan of merger with PHH Corporation. As of June 11, 2018, shareholders of PHH approved the transaction. On September 28, 2018, the transaction has received all necessary regulatory, governmental entity and contractual approvals required to consummate the transaction. The approval from the New York Department of Financial Services is subject to certain conditions. The transaction is expected to close in the second half of 2018. As of July 26, 2018, the transaction is expected to complete in third quarter of 2018. As of October 1, 2018, the transaction is expected to close prior to the market open on October 4, 2018.

Tim Devine of Credit Suisse Securities (USA) LLC served as financial advisor to PHH. Jeffrey Symons, Steve Parrinello, Warren Nachlis, Michael Knight, Claire Sheng, Robin Melman, Jamie Koo, Patrick Becker and Kelly Rubin of Jones Day and Thomas W. Christopher of Latham & Watkins acted as legal advisors for PHH. H. Rodgin Cohen, Jared Fishman, Ronald E. Creamer Jr., John Estes, Joseph Mattel, Rebecca Coccaro, Eric Queen, Roderick Gilman Jr., Stephen Meyer, Rufat Yunayev, Hilary Albrecht, Sarah Remmer Long, Charlene Kim, Ha Jin Lee, Justin Orr and Daniel Loeser of Sullivan & Cromwell LLP acted as the legal advisor, whereas Ted Conway of Barclays Capital acted as the financial advisor to Ocwen. Credit Suisse will be paid for its financial advisory services an aggregate fee of $5.25 million, of which a financial advisory fee of $2.25 million was previously paid in December 2017 and the remaining $3 million was payable upon delivery Credit Suisse's opinion. MacKenzie Partners, Inc. acted as proxy solicitor to PHH Corporation in the transaction and was paid a fee of $0.02 million.