Davis Polk – PHH Corporation $350 Million High-Yield Notes Offering and Concurrent Tender Offer and Consent Solicitation

Davis Polk advised J.P. Morgan Securities LLC, RBS Securities Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as joint book-running managers in connection with an SEC-registered offering by PHH Corporation of $350 million aggregate principal amount of its 6.375% senior notes due 2021.

Davis Polk is also advising Citigroup Global Markets Inc., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as dealer managers in connection with PHH’s cash tender offer for its outstanding 9.25% notes due 2016 and related consent solicitation. The tender offer will be funded with the proceeds of the notes offering together with cash on hand.

Based in Mt. Laurel, New Jersey, PHH is a leading outsource provider of residential mortgage production, residential mortgage servicing and fleet management services.

The Davis Polk capital markets team included partner Michael Kaplan, associate Peter E. Devlin and law clerk Faizan Tukdi. The tax team included partner Samuel Dimon and associate Juelle Gomes. Rosemarie Melendez and Sorina Delia Lazar were the legal assistants on the transaction. All members of the Davis Polk team work in the New York office.

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