Prospectus Supplement No. 11 (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, November 30, 2011, December 14, 2011, December 16, 2011, January 25, 2012, January 26, 2012 and February 2, 2012, 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 February 27, 2012.
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 February 27, 2012.
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): February 27, 2012 (February 24, 2012)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2012, Henry R. Silverman resigned from his employment at Apollo Global Management, LLC (“Apollo”) and from all positions held with Apollo and its subsidiaries, affiliates and portfolio companies, all effective March 15, 2012. In connection with that resignation, Mr. Silverman resigned as non-executive Chairman of the Board of Directors of Domus Holdings Corp., its direct wholly owned subsidiary, Domus Holdings Intermediate Corp., and its indirect wholly owned subsidiary, Realogy Corporation, also all effective March 15, 2012.
On February 27, 2012, Richard A. Smith, the President and Chief Executive Officer of Domus Holdings Corp., Domus Intermediate Holdings Corp. and Realogy Corporation, was elected as Chairman of the Board by the Board of Directors of each company, effective March 15, 2012, to fill the vacancy created by Mr. Silverman’s resignation.
2
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: February 27, 2012
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: February 27, 2012
3