| SECURITIES AND EXCHANGE COMMISSION | |||
| Washington, D.C. 20549 | |||
| SCHEDULE 13D/A | |||
| Under the Securities Exchange Act of 1934 | |||
| (Amendment No. 2)* | |||
|
PHH Corporation |
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| (Name of Issuer) | |||
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Common Stock, $0.01 par value |
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| (Title of Class of Securities) | |||
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693320202 |
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| (CUSIP Number) | |||
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Marc Weingarten and David Rosewater Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 |
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| (Name, Address and Telephone Number of Person | |||
| Authorized to Receive Notices and Communications) | |||
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January 8, 2014 |
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| (Date of Event Which Requires Filing of This Statement) | |||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 693320202 | SCHEDULE 13D/A | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Orange Capital, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) £ (b) £ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 3,454,088 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 3,454,088 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,454,088 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | £ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | |||
| 14 |
TYPE OF REPORTING PERSON OO; IA | |||
| CUSIP No. 693320202 | SCHEDULE 13D/A | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Orange Capital Master I, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) £ (b) £ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 3,454,088 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 3,454,088 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,454,088 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | £ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 693320202 | SCHEDULE 13D/A | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Daniel Lewis | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) £ (b) £ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 3,454,088 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 3,454,088 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,454,088 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | |||
| 14 |
TYPE OF REPORTING PERSON IN; HC | |||
| CUSIP No. 693320202 | SCHEDULE 13D/A | Page 5 of 8 Pages |
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 19, 2013 (the "Original Schedule 13D") and Amendment No. 1 to the Original Schedule 13D, filed with the SEC on October 10, 2013 ("Amendment No. 1" and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the shares of common stock, $0.01 par value (the "Common Stock") of PHH Corporation, a Maryland corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4 and 5 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
|
The Reporting Persons used approximately $77.6 million (including brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D.
The source of the funds used to acquire the Common Stock reported herein is the working capital of Orange Fund. The shares of Common Stock reported herein are held in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.
| |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Subsequent to the Issuer’s November 7, 2013 quarterly earnings call, the Reporting Persons held discussions with management of the Issuer regarding the following items (among other things) that relate to the four actions previously recommended by the Reporting Persons in order to improve shareholder returns: (a) the uses of the more than $300 million of excess cash held by the Issuer; (b) strategies to amend certain outstanding bond indentures to effect a tax-efficient sale or spin-off of its Fleet Management business; and (c) certain comments or declarations made by management on the Issuer’s November 7, 2013 earnings call. The Reporting Persons intend to have further discussions with the Board and management of the Issuer regarding these topics as well as other items including governance and board composition. | |
| CUSIP No. 693320202 | SCHEDULE 13D/A | Page 6 of 8 Pages |
| Item 5 | INTEREST IN THE SECURITIES OF THE ISSUER |
| Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | |
|
(a) As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 3,454,088 shares of Common Stock, constituting approximately 6.0% of the Issuer's outstanding Common Stock, based upon the 57,260,172 shares of Common Stock outstanding as of October 31, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed with the SEC on November 6, 2013.
Orange Capital and Mr. Lewis may each be deemed to beneficially own an aggregate of 3,454,088 shares of Common Stock, or approximately 6.0% of the outstanding Common Stock, which shares are directly held by Orange Fund.
(b) Orange Capital has shared voting power and shared dispositive power over the shares held by Orange Fund, by virtue of Orange Capital's role as the investment advisor to Orange Fund, and accordingly Orange Capital may be deemed to be a beneficial owner of such shares. Mr. Lewis has shared voting power and shared dispositive power over the shares held by Orange Fund, by virtue of his role as Managing Member of Orange Capital, and accordingly Mr. Lewis may be deemed to be a beneficial owner of such shares.
(c) Appendix A hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Common Stock effected during the past 60 days by the Reporting Persons.
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| CUSIP No. 693320202 | SCHEDULE 13D/A | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 9, 2014
| ORANGE CAPITAL, LLC | ||||||
| By: | /s/ Daniel Lewis | |||||
| Name: Daniel Lewis | ||||||
| Title: Managing Member | ||||||
| ORANGE CAPITAL MASTER I, LTD. | ||||||
| By: | /s/ Russell Hoffman | |||||
| Name: Russell Hoffman | ||||||
| Title: Director | ||||||
| /s/ Daniel Lewis | ||||||
| Daniel Lewis | ||||||
| CUSIP No. 693320202 | SCHEDULE 13D/A | Page 8 of 8 Pages |
Appendix A
TRANSACTIONS IN THE COMMON STOCK EFFECTED BY THE REPORTING PERSONS DURING THE PAST 60 DAYS
The following table sets forth all transactions with respect to the shares effected during the past 60 days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market, and the table includes commissions paid in per share prices.
| Date of Transaction | Shares Purchased (Sold) | Price per Share ($) |
| 11/07/2013 | 100,000 | 22.7193 |
| 11/12/2013 | 45,000 | 22.9062 |
| 11/13/2013 | 20,000 | 22.617 |
| 11/22/2013 | 50,000 | 23.6747 |
| 11/26/2013 | 10,000 | 23.4496 |
| 12/02/2013 | 10,000 | 23.85 |
| 12/03/2013 | 10,000 | 23.4085 |
| 12/05/2013 | 10,000 | 23.073 |
| 12/12/2013 | 56,000 | 23.6436 |
| 12/13/2013 | 12,251 | 23.3064 |
| 12/16/2013 | 38,193 | 23.378 |
| 12/17/2013 | 8,307 | 23.3985 |
| 12/18/2013 | 4,044 | 23.6663 |
| 12/19/2013 | 30,000 | 24.094 |
| 12/26/2013 | 14,097 | 24.206 |
| 12/27/2013 | 75,000 | 24.0776 |
| 01/02/2014 | 15,372 | 24.0066 |
| 01/03/2014 | 10,000 | 24.28 |
| 01/06/2014 | 34,000 | 24.5431 |
| 01/08/2013 | 35,000 | 24.4501 |