PHH Corporation Will Be Acquired by GE Capital
MT. LAUREL, N.J. - PHH Corporation has entered into a definitive agreement to be acquired by GE Capital Solutions, the business-to-business leasing, financing, and asset management unit of General Electric Company in an all cash transaction valued at approximately $1.8 billion.
In conjunction with this transaction, GE has entered into an agreement to sell the mortgage operations of PHH Corporation, a prime mortgage originator and servicer, to an affiliate of The Blackstone Group, a global private investment and advisory firm.
Under the terms of the merger agreement, PHH stockholders would receive $31.50 per share in cash at closing, representing a premium of 13.3% over the PHH stock closing price on the NYSE of $27.81 on March 14, 2007.
On the unanimous recommendation of a special committee of the Board of Directors, which comprises all of the independent directors, the Board of Directors of PHH Corporation unanimously approved the merger and recommended its approval by stockholders. A special meeting of stockholders to approve the transaction will be scheduled at a later date.
Mr. A. B. Krongard, non-executive chairman of the board of PHH Corporation, commented, “Since PHH became an independent public company on February 1, 2005, the Board has periodically examined various alternatives in order to serve the interests of the Company’s clients, employees and stockholders. After careful consideration we believe this transaction best addresses those interests. It will enable stockholders to realize the fundamental value of both businesses.”
George J. Kilroy, president and CEO of PHH Arval, stated, “PHH Arval and GE together can bring the focus needed to create measurable value for our fleet customers.”
“We view PHH Mortgage, which is a predominantly prime lender, as an exciting entry into the mortgage industry. We are attracted to its platform and business model and look forward to working with the PHH Mortgage team to accelerate and enhance their strategic objectives and growth potential,” stated Chinh Chu, Senior Managing Director of The Blackstone Group.
The transaction is subject to approval by PHH Corporation’s stockholders, antitrust, state licensing, and other regulatory approvals, as well as various other closing conditions. Following the closing of the transaction, shares of PHH common stock will no longer be listed on the New York Stock Exchange (NYSE).
Merrill Lynch & Co. and Gleacher Partners LLC advised PHH Corporation on this transaction and legal representation was provided by DLA Piper US LLP.
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