Simpson Thacher recently represented the initial purchasers, led by J.P. Morgan Securities LLC, in connection with the offering by PHH Escrow Issuer LLC (the “Issuer”), a special purpose subsidiary of Onity Group, Inc. (“Onity”), of $500 million aggregate principal amount of 9.875% Senior Notes due 2029 (the “Notes”), pursuant to Rule 144A and Regulation S.
The net proceeds from the sale of the Notes, together with additional cash from Onity, were placed into escrow pending the consummation of the recently announced sale by Onity of its 15% ownership interest in MSR Asset Vehicle LLC to certain funds affiliated with Oaktree Capital Management, L.P. (the “MAV Sale”) and additional customary closing conditions. Upon their release from escrow, the net proceeds from the offering will be used, together with the net proceeds from the MAV Sale and cash on hand, to redeem all of PHH Mortgage Corporation’s outstanding 7.875% Senior Notes due 2026 and all of Onity’s outstanding 12.00%/13.25% Senior Second Lien Notes due 2027.
Onity is a leading non-bank mortgage originator and servicer providing solutions through its primary brands, PHH Mortgage and Liberty Reverse Mortgage.
The Simpson Thacher team included John C. Ericson, Patrick Baron, Erin Camia, Deniz Demirci and Khalia Williams (Capital Markets); Jonathan Pall (Collateral); Jonathan Cantor, Michael Mann and Kris Liu (Tax); Spencer Sloan (Bank Regulatory); Bobbie Burrows and Paige Brinton (Intellectual Property); Pasco Struhs (Executive Compensation and Employee Benefits); and Jennie Getsin (Blue Sky).