According to the Complaint, PHH Corporation ("PHH"), through its subsidiaries, provides out-sourced mortgage banking services to financial institutions and real estate brokers in the United States.

On February 27, 2018, PHH and Ocwen Financial Corporation ("Ocwen") issued a press release announcing the
Proposed Transaction. Under the terms of the Merger Agreement, PHH will become an indirect wholly-owned subsidiary of Ocwen, and PHH shareholders will receive $11.00 in cash for each share of PHH common stock they own.

On April 6, 2018, PHH filed a Preliminary Proxy Statement on Schedule 14A with the Securities and Exchange Commission in support of the Proposed Transaction. The Complaint alleges that the Proposed Transaction is unfair and undervalued for a number of reasons. Significantly, the Complaint alleges that the Preliminary Proxy describes a series of blunders by the PHH Board leading up to and during the sales process that caused the Company to hemorrhage value and necessarily undercut the entire purpose of a properly run sales process, namely to maximize value for public stockholders.

This case was voluntarily dismissed on June 12, 2018.