On March 27, 2019, Realogy Holdings Corp., a Delaware corporation (the “Company”), Realogy Group LLC, a Delaware limited liability company and the Company’s indirect, wholly-owned subsidiary (“Realogy Group”), RealogyCo-Issuer Corp., a Florida corporation and the Company’s indirect, wholly-owned subsidiary (the“Co-Issuer” and, together with Realogy Group, the “Issuers”), and the subsidiary guarantors named therein entered into a Purchase Agreement (the “Purchase Agreement”) with the several initial purchasers named in Schedule A thereto, relating to the sale by the Issuers of $ 550 million aggregate principal amount of the Issuers’ 9.375% senior notes due 2027 at par (the “Notes”). The size of the offering has been upsized from $400 million to $550 million.
The Notes will be issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act.
The Notes will be guaranteed on an unsecured senior basis by each of Realogy Group’s domestic subsidiaries (other than theCo-Issuer of the Notes) that is a guarantor under its senior secured credit facilities, its unsecured letter of credit facility and its outstanding senior unsecured notes. 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. Subject to customary closing conditions, the sale of the Notes is expected to close on or about March 29, 2019.
The Purchase Agreement contains customary representations, warranties and agreements by the Issuers and the guarantors. In addition, the Issuers and the guarantors have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities. Furthermore, the Issuers and the guarantors have agreed with the initial purchasers not to offer or sell any similar debt securities for a period of 60 days after the closing date without the prior written consent of the representative of the initial purchasers.
The Company intends to use $540 million of the net proceeds from this offering to repay a portion of outstanding borrowings under its revolving credit facility. On February 15, 2019, the Company used borrowings under its revolving credit facility and cash on hand to fund the redemption of all of its outstanding $450 million 4.50% Senior Notes, which were due to mature in April 2019. After giving effect to the use of the net proceeds from this offering, the balance on the Company’s revolving credit facility will be $410 million.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits
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Exhibit
Number | | Exhibit |
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| 99.1 | | Press Release issued March 27, 2019. |
