14. Stock-Related Matters

Convertible Note Conversion

In June 2015, the Company completed an offer to exchange its Convertible notes due in 2017, and the amount by which the conversion value exceeded the principal of the converted notes was settled in shares. A total of 10,075,653 shares were issued under the exchange offer for the convertible debt.

Share Repurchase Programs

Accelerated Share Repurchase ("ASR") Programs. In 2014, the Company entered into ASR agreements to repurchase PHH's Common stock pursuant to a Collared ASR agreement and an Uncollared ASR agreement. The Company completed the ASR programs after the Company received the final 1,574,252 shares in March 2015.

Open Market Purchases. During 2015, the Company paid $77 million to retire 4,841,267 shares and, in January 2016, the Company paid an additional $23 million to retire 1,508,772 shares, in each case pursuant to a previously announced open market share repurchase program.

On May 3, 2017, the Company was authorized to purchase up to $100 million in open market purchases. During 2017, the Company paid $34 million to retire 2,450,466 shares. In August 2017, the Company’s Board of Directors authorized an increase in Common stock share repurchases up to $300 million, and in September 2017, the Company completed $267 million in repurchases from our modified "Dutch auction" tender offer retiring 18,762,962 shares.

On November 5, 2017, the Company's Board of Directors provided an authorization for up to $100 million of share repurchases, and there has been no share repurchase activity under this authorization for the year ended December 31, 2017.

Restrictions on Share-Related Payments

As of December 31, 2017, the Company is not prohibited in its ability to declare or pay dividends on account of its Common stock. The Company has not declared or paid cash dividends on its Common stock since it began operating as an independent, publicly traded company in 2005. However, pursuant to the Agreement and Plan of Merger dated as of February 27, 2018 the Company entered into with Ocwen and POMS Corp, we are not permitted to declare or pay dividends, or repurchase our shares, without the prior consent of Ocwen. Refer to Note 20, 'Subsequent Events' for information regarding a proposed Merger with Ocwen Financial Corporation.

The provisions of the Company's debt arrangements, capital requirements of the Company's operating subsidiaries and other legal requirements and regulatory constraints may restrict the Company from making such share-related payments. Limitations and restrictions on the Company’s ability to make share-related payments include but are not limited to maintaining compliance with the financial covenants contained in certain subsidiaries’ mortgage warehouse funding agreements, including but not limited to: (i) the maintenance of net worth of at least $250 million as of December 31, 2017, and $150 million on the last day of each fiscal month thereafter; and (ii) a ratio of unsecured indebtedness to tangible net worth of no greater than 1.25 to 1.

In addition, the Company is limited in the amount of share-related payments that can be distributed due to capital that is required to be maintained at its subsidiaries. The amount of intercompany dividends, share-related payments and other fund transfers that certain of the Company’s subsidiaries can declare or distribute to the Company or to other consolidated subsidiaries (and ultimately to the Company) is limited due to provisions of their debt arrangements, capital requirements, and other legal requirements and regulatory constraints. The aggregate restricted net assets of these subsidiaries totaled $102 million as of December 31, 2017.