Prospectus Supplement No. 6 (to prospectus dated June 16, 2011) | Filed Pursuant to Rule 424(b)(3) Registration No. 333-173250 |
Realogy Corporation
Up to $1,143,706,000 11.00% Series A Convertible Senior Subordinated Notes due 2018
Up to $291,424,196 11.00% Series B Convertible Senior Subordinated Notes due 2018
Up to $675,111,000 11.00% Series C Convertible Senior Subordinated Notes due 2018
and
Domus Holdings Corp.
Class A Common Stock Issuable upon Conversion of the Notes
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 16, 2011, as supplemented by the prospectus supplements dated August 3, 2011, August 8, 2011, October 5, 2011, November 1, 2011 and November 30, 2011, covering resales by selling securityholders of Realogy Corporation’s (i) 11.00% Series A Convertible Senior Subordinated Notes due 2018, (ii) 11.00% Series B Convertible Senior Subordinated Notes due 2018 and (iii) $ 11.00% Series C Convertible Senior Subordinated Notes due 2018 (collectively, the “notes”) and the Class A Common Stock of Domus Holdings Corp., par value $0.01 per share (“Class A Common Stock”), issuable upon conversion of the notes, with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on December 14, 2011.
This prospectus supplement updates and supplements the information in the prospectus and is not complete without, and may not be delivered or utilized except in combination with, the prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the prospectus and if there is any inconsistency between the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in the notes and the Class A Common Stock issuable upon conversion of the notes involves risks. See “Risk Factors” beginning on page 21 of the prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 14, 2011.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 14, 2011 (December 14, 2011)
Realogy Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 333-173250, 333-173254 and 333-148153 | 20-4381990 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Domus Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 333-173250 | 20-8050955 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Campus Drive Parsippany, NJ | 07054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(973) 407-2000
(Registrant’s telephone number, including area code)
None
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 14, 2011, Realogy Corporation (the “Company”) and its subsidiaries entered into agreements to amend and extend the existing Apple Ridge Funding LLC securitization program utilized by the Company’s relocation services operating unit, Cartus Corporation (“Cartus”). Under the terms of the agreements, the program will be extended until December 11, 2013. The extension of the program involves (i) the issuance of a new series of secured variable funding notes issued by the Company’s wholly owned subsidiary, Apple Ridge Funding LLC (the “Notes”) to various commercial paper conduits and one financial institution and (ii) the redemption of notes issued in 2007. The Notes will bear interest based on variable commercial paper rates plus a spread or at the one-month LIBOR rate plus a spread, and have a maximum borrowing capacity of $400 million, based on the amount of the eligible assets being financed at any given point in time. The borrowing costs (inclusive of interest and lender fees) under the amended facility are expected to be approximately 100 basis points higher than under the existing facility. The closing of the transaction is expected to occur on December 16, 2011, subject to customary closing conditions.
The following agreements were executed: (i) the Seventh Omnibus Amendment, dated as of December 14, 2011, among Cartus, Cartus Financial Corporation , Apple Ridge Services Corporation, Apple Ridge Funding LLC (“Apple Ridge”), the Company, U.S. Bank National Association, as indenture trustee, paying agent, authentication agent, transfer agent and registrar, the managing agents party to the Note Purchase Agreement (defined below) and Credit Agricole Corporate and Investment Bank (“CA-CIB”), as administrative agent and lead arranger; and (ii) the Note Purchase Agreement, dated as of December 14, 2011, among Apple Ridge, as issuer, Cartus, as servicer, the conduit purchasers, committed purchasers and managing agents party thereto and CA-CIB, as administrative agent and lead arranger. The managing agents that are parties to the Note Purchase Agreement are CA-CIB, The Bank of Nova Scotia, Wells Fargo Bank, National Association, and Barclays Bank PLC.
The participants in the Apple Ridge facility and the indenture trustee and their respective affiliates have performed and may in the future perform, various commercial banking, investment banking and other financial advisory services for Realogy and its subsidiaries for which they have received, and will receive, customary fees and expenses.
| Item 8.01. | Other Events. |
On December 14, 2011, the Company issued a press release announcing that it and its subsidiaries have entered into agreements to amend and extend the Apple Ridge Funding LLC securitization program. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit Number | Exhibit | |
| 99.1 | Press Release of Realogy Corporation issued December 14, 2011. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REALOGY CORPORATION | ||
By: | /s/ Anthony E. Hull | |
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer | ||
Date: December 14, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DOMUS HOLDINGS CORP. | ||
By: | /s/ Anthony E. Hull | |
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer | ||
Date: December 14, 2011
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