Ocwen Financial Corp. is buying PHH Corp. in an all-cash transaction valued at $360 million, or $11 per share.
The per-share value represents a premium of 24% over the $8.84 closing price of PHH common shares Feb. 26.
Under the transaction, Ocwen will also assume $119 million of PHH's outstanding unsecured debt. After the deal closes, PHH is expected to have enough available cash on its balance sheet to enable $260 million of the $360 million purchase price to be funded out of its available cash.
Ocwen may choose to terminate the transaction if, among other things, PHH's unrestricted cash or net worth decline below certain threshold amounts.
As of Dec. 31, 2017, the combined company would service 1.9 million loans with an unpaid principal balance of $328 billion, and originate more than $3 billion of residential mortgage loans, including reverse mortgages, annually.
Ocwen President and CEO Ron Faris said the deal provides "significant scale benefits" and gives Ocwen the opportunity to migrate to the BlackKnight LoanSphere MSP platform more quickly.
The transaction is expected to close in the third or fourth quarter. PHH's shares will no longer be listed on the New York Stock Exchange upon the deal's closing.
Credit Suisse served as financial adviser and Jones Day served as legal counsel to PHH. Latham & Watkins served as legal counsel to the PHH board. Barclays acts as lead financial adviser to Ocwen, and Sullivan and Cromwell LLP is its legal counsel.