Item 7.01. Regulation FD Disclosure.
The following information is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
In connection with a proposed unsecured financing, Realogy Holdings Corp. (“Realogy” or the “Company”) anticipates disclosing to prospective investors certain information that has not been previously publicly reported, excerpts of which are furnished below.
Liquidity and Capital Resources Update
The Company expects to prioritize investing in its business and reducing indebtedness over other potential uses of cash until it is able to reduce its Consolidated Leverage Ratio (as defined in the indenture that will govern the proposed unsecured financing) to below 4.00 to 1.00, although the Company anticipates continuing its quarterly cash dividend. Accordingly, during this period, the Company does not expect to repurchase common stock pursuant to its existing share repurchase programs.
There can be no assurances as to the length of time that will be necessary for the Company to achieve this reduction in its Consolidated Leverage Ratio or whether it will be successful in reducing and maintaining its Consolidated Leverage Ratio below 4.00 to 1.00. Moreover, there can be no assurances as to the timing, frequency or amounts of any dividends or share repurchases in the future and such determinations will be subject to the discretion of the board of directors and will depend on a variety of factors as described elsewhere in the Company’s SEC filings.
The Company also anticipates an increase in the level of commitments under its revolving credit facility by $25.0 million from $1.4 billion to $1.425 billion through the addition of a new financial institution, although there can be no assurance that such increase will occur.
Forward-Looking Statements
Certain statements in this report constitute “forward-looking statements”, including, but not limited to, statements related to Realogy’s expectation that it will reduce its indebtedness in the second half of 2019 and beyond. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates” and “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.
Various factors that could cause actual future results and other future events to differ materially from those in the forward-looking statements, include, but are not limited to: adverse developments or the absence of sustained improvement in general business, economic and political conditions or the residential real estate markets, either regionally or nationally, including but not limited to a decline or a lack of improvement in the number of homesales, stagnant or declining home prices or a reduction in the affordability of housing, increasing mortgage rates and/or constraints on the availability of mortgage financing, insufficient or excessive home inventory levels by market and price point, a lack of improvement or deceleration in the building of new housing and/or irregular timing or volume of new development closings, the potential negative impact of certain provisions of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) on home values over time in states with high property, sales and state and local income taxes or on homeownership rates, and/or the impact of recessions, slow economic growth, or a deterioration in
