REALOGY ANNOUNCES PROPOSED $550 MILLION OFFERING OF SENIOR NOTES

Rhea-AI Summary

Realogy Holdings Corp. (NYSE: RLGY) announced a proposed private offering of $550 million in senior notes due 2030. This offering is set to help redeem the company's outstanding 9.375% Senior Notes due 2027, along with related interest and expenses. The notes will be guaranteed by Realogy Group's domestic subsidiaries and are effectively subordinated to existing senior secured debts. The offering will be exempt from registration under the Securities Act and will target qualified institutional buyers.

Positive

• Intended use of proceeds from the offering to redeem higher-interest debt, improving overall financial standing.

Negative

• The new notes will be subordinated to existing senior secured debt, increasing financial risk.

MADISON, N.J., Jan. 5, 2022 /PRNewswire/ -- Realogy Holdings Corp. (NYSE: RLGY) (the "Company") announced today that its indirect, wholly-owned subsidiary, Realogy Group LLC ("Realogy Group"), together with a co-issuer, is proposing to issue, subject to market and other conditions, $550 million aggregate principal amount of senior notes due 2030 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be guaranteed on an unsecured senior basis by each of Realogy Group's domestic subsidiaries (other than the co-issuer of the Notes) that is a guarantor under its senior secured credit facilities and certain of its outstanding securities. The Notes will also be guaranteed by the Company on an unsecured senior subordinated basis. The Notes will be effectively subordinated to all of Realogy Group's existing and future senior secured debt, including its senior secured credit facilities and its 7.625% Senior Secured Second Lien Notes due 2025, to the extent of the value of the assets securing such debt.

The Company intends to use the net proceeds from this offering, together with cash on hand, to redeem in full its outstanding 9.375% Senior Notes due 2027, and to pay related accrued interest, premium, fees and expenses. The redemption will be made solely pursuant to a conditional redemption notice delivered pursuant to the indenture governing the 9.375% Senior Notes due 2027 and nothing contained in this press release constitutes a notice of redemption of the 9.375% Senior Notes due 2027.

The Notes and the related guarantees will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  This press release is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

About Realogy Holdings Corp.
Realogy (NYSE: RLGY) is moving the real estate industry to what's next. As the leading and most integrated provider of U.S. residential real estate services encompassing franchise, brokerage, relocation, and title and settlement businesses as well as a mortgage joint venture, Realogy supported approximately 1.4 million home transactions in 2020. The company's diverse brand portfolio includes some of the most recognized names in real estate: Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, and Sotheby's International Realty®. Using innovative technology, data and marketing products, high-quality lead generation programs, and best-in-class learning and support services, Realogy fuels the productivity of its approximately 196,600 independent sales agents in the U.S. and approximately 140,800 independent sales agents in 117 other countries and territories, helping them build stronger businesses and best serve today's consumers. Recognized for ten consecutive years as one of the World's Most Ethical Companies, Realogy has also been designated a Great Place to Work four years in a row, named one of LinkedIn's 2021 Top Companies in the U.S., and honored on the Forbes list of World's Best Employers 2021.

Forward Looking Statements

Certain statements in this press release, including statements relating to the offering of the Notes and the anticipated use of net proceeds therefrom,  constitute "forward-looking statements."  Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.  These statements are subject to significant risks and uncertainties, including, without limitation, risks and uncertainties related to economic, market or business conditions and satisfaction of customary closing conditions related to the private offering. No assurance can be given that the offering of Notes discussed above will be consummated on the terms described or at all.  Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.

Investor Relations Contacts:

Alicia Swift
(973) 407-4669
alicia.swift@realogy.com

Danielle Kloeblen
(973) 407-2148
danielle.kloeblen@realogy.com

Media Contact:

Trey Sarten
(973) 407-2162
trey.sarten@realogy.com

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SOURCE Realogy Holdings Corp.

FAQ

What is the purpose of Realogy's $550 million senior notes offering?

The proceeds will be used to redeem the outstanding 9.375% Senior Notes due 2027, along with associated costs.

What are the terms of the newly proposed senior notes by Realogy?

The notes are due in 2030 and are subject to market conditions, offered as a private placement.

How will the senior notes impact Realogy Holdings Corp.'s debt structure?

The new notes will be effectively subordinated to existing senior secured debt, which may increase financial risk.

Who can purchase Realogy's senior notes?

The offering is targeted at qualified institutional buyers as per Rule 144A of the Securities Act.

When was Realogy's senior notes offering announced?

The announcement was made on January 5, 2022.