Realogy Holdings Corp. announced that its indirect, wholly-owned subsidiary, Realogy Group LLC (“Realogy Group”), together with a co-issuer, priced $1 billion aggregate principal amount of 5.250% senior notes due 2030 (the “Notes”) 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 $550 million to $1 billion. The closing of the offering is expected to occur on January 10, 2022, subject to customary closing conditions.
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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 secured debt, including its senior secured credit facilities, to the extent of the value of the assets securing such debt.
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The Company intends to use the net proceeds from this offering, together with cash on hand, to redeem in full both its outstanding 9.375% Senior Notes due 2027 and its 7.625% Senior Secured Second Lien Notes due 2025, and to pay related accrued interest, premium, fees and expenses on both such notes. 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 the indenture governing the 7.625% Senior Secured Second Lien Notes due 2025, as applicable, and nothing contained in this press release constitutes a notice of redemption of the 9.375% Senior Notes due 2027 or a notice of redemption of the 7.625% Senior Secured Second Lien Notes due 2025.
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.
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