Guaranteed Rate, Inc. and Realogy Holdings Corp. (NYSE:RLGY) entered in an agreement to acquire certain assets of mortgage operations of PHH Home Loans, L.L.C. for $70 million on February 15, 2017. The acquisition also includes certain assets and liabilities of RMR Financial, LLC, wholly-owned subsidiary of PHH Home Loans and four regional mortgage origination and processing centers and employees of PHH. In a related deal, PHH Broker Partner Corporation entered into an interests purchase agreement to acquire remaining 49.9% stake in PHH Home Loans LLC from Realogy Services Venture Partner LLC. The agreement includes a termination fee of 3.5% of purchase price or 1.75% of the purchase price, which PHH shall pay to buyers in an event of termination of the deal. The completion of the asset sale is subject to certain closing conditions, including PHH stockholder approval, the consummation of a specified portion of PHH’s previously announced sale of its portfolio of mortgage servicing rights and related advances to New Residential Mortgage LLC, the licensing of buyers in certain jurisdictions, the receipt of approvals from Freddie Mac, Fannie Mae and certain other investors, the acceptance by PHH Home Loans employees who receive employment offers from buyers, third party consents and other customary conditions. After the first and second phase closing, each additional closing for the remaining phases is subject to the satisfaction or waiver of the conditions applicable to such closing, including receipt of certain specified licensing approvals. The Board of Directors of PHH has unanimously approved and agreed to recommend that PHH’s stockholders approve the deal. The transaction is expected to include a series of interim asset sale closings with the initial closing targeted to occur in June 2017 and the final closing expected to occur during the fourth quarter 2017. The closing of the transaction is done in a series of phases. The first phase was expected to occur in August 2017 and the remaining phases expected to be completed by the end of 2017. As on August 7, 2017, the first phase of the closing is done. As on September 25, the second phase of the closing is done and the remaining phases are expected to be effected over three additional closings. As of October 23, 2017, the third phase of closing is done. This third asset sale closing included assets related to PHH Home Loans’ Western Region operations and Guaranteed Rate and Realogy paid $14 million for the acquisition. The remaining asset sales are expected to be effected over two additional closings, with 20% of the purchase price to be paid at each closing. Each additional closing for the remaining asset sales is subject to the satisfaction or waiver of the conditions applicable to such closing, including receipt of certain specified licensing approvals. As of November 20, 2017, the fourth phase of the closing is completed. The fourth asset sale closing included assets related to PHH Home Loans’ Northeast Region operations Guaranteed Rate and Realogy paid $14 million for the acquisition. There is expected to be one remaining sale of assets with 20% of the purchase price to be paid at the closing. Thomas W. Greenberg, Victor Hollender, Lisa Laukitis, Erica Schohn and David Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Realogy. Lauren Pryor of Mayer Brown LLP acted as legal advisor for Guaranteed Rate, Inc. Jeffrey Symons of Jones Day acted as legal advisor for PHH Corporation. Credit Suisse Securities (USA) LLC acted as financial advisor and J.P. Morgan Securities, LLC acted as broker for PHH. Goldman Sachs & Co. acted as broker for Guaranteed Rate, Inc. JPMorgan Chase & Co. acted as financial advisor to PHH Home Loans, LLC. Thomas Christopher and Colin Bumby of Latham & Watkins LLP acted as legal advisors to PHH Home Loans LLC.