Realogy Holdings Corp. recently announced that its indirect, wholly-owned subsidiary, Realogy Group LLC, together with a co-issuer, priced $600 million aggregate principal amount of 5.750 percent senior notes due 2029 at par in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering has been upsized from $400 million to $600 million. The closing of the offering is expected to occur on Jan. 11, 2021, subject to customary closing conditions.
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, to the extent of the value of the assets securing such debt.
The company currently intends to use approximately $250 million of the net proceeds from this offering to repay a portion of the outstanding borrowings under its term loan A credit facility and apply the remaining net proceeds to repay a portion of the outstanding borrowings under its term loan B credit facility. The allocation of the net proceeds from the offering is subject to change, and the company may elect to change the allocation of such proceeds between the term loan A and B credit facilities and/or apply all or a portion of such proceeds to repay other indebtedness.
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.
For more information, please visit www.realogy.com.
