3000 Leadenhall Road
Mt. Laurel, NJ 08054
Mt. Laurel, NJ 08054
January
26, 2011
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | PHH Corporation Registration Statement on Form S-4 |
Ladies and Gentlemen:
PHH Corporation (the “Company”), the obligor under its 91/4 % Senior Notes due 2016 (the “Old
Notes”) (the “Registrant”) is registering an exchange offer (the “Exchange Offer”) pursuant to a
Registration Statement on Form S-4 in reliance on the position of the staff of the Securities and
Exchange Commission enunciated in Exxon Capital Holdings
Corp., SEC No-Action Letter (available April 13,
1988) (hereinafter, “Exxon Capital Holdings”),
Morgan Stanley & Co. Inc., SEC No-Action Letter
(available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (hereinafter
“Shearman & Sterling”). The Registrant
represents as follows:
1. The Registrant has not entered into any arrangement or understanding with any person to
distribute the 91/4% Senior Notes due 2016 to be received in the Exchange Offer (the “New Notes”)
and, to the best of the Registrant’s information and belief, each person participating in the
Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement
or understanding with any person to participate in the distribution of the New Notes to be received
in the Exchange Offer.
2. In this regard, the Registrant will make each person participating in the Exchange Offer
aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in
the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange
Offer, such person (i) cannot rely on the staff position enunciated in Exxon Capital
Holdings or interpretive letters to similar effect and (ii) must comply with the registration
and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities
Act”), in connection with a secondary resale transaction.
3. The Registrant acknowledges that such a secondary resale transaction by such person
participating in the Exchange Offer for the purpose of distributing the New Notes
should be covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities Act.
4. The Registrant further represents that with respect to any broker-dealer that participates
in the Exchange Offer with respect to outstanding securities acquired for its own account as a
result of market-making activities or other trading activities, each such broker-dealer must
confirm that it has not entered into any agreement or understanding with the Registrant or any
affiliate of the Registrant to distribute the New Notes.
5. The Registrant will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that any broker-dealer who holds Old Notes (as described in
the Exchange Offer prospectus) acquired for its own account as a result of market-making activities
or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to
the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act (as described in Shearman & Sterling) in connection with
any resale of such New Notes.
6. The Registrant will require the exchange offeree to represent to the following additional
provisions:
| (a) | If the exchange offeree is not a broker-dealer, an acknowledgment that it is not engaged in, and does not intend to engage in, a distribution of the New Notes. |
| (b) | If the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer; and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. |
| Very truly yours, PHH CORPORATION |
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| By: | /s/ William F. Brown | |||
| Name: | William F. Brown | |||
| Title: | Senior Vice President, General Counsel and Secretary |
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