May 19, 2006
Mail Stop 4561
Eric J. Bock
Executive Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, NY 10019
Re: Realogy Corporation
Amendment No. 1 to Registration Statement on Form 10
Filed May 9, 2006
File No. 001-32852
Dear Mr. Bock:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note that the Form 10 goes effective by lapse of time 60
days after the date filed pursuant to Section 12 of the Exchange
Act.
If our comments are not addressed within this 60-day time period,
you
should consider withdrawing the Form 10 prior to effectiveness and
refiling a new Form 10 including changes responsive to our
comments.
If you choose not to withdraw, you will be subject to the
reporting
requirements under Section 13(a) of the Exchange Act. In
addition,
we will continue to review your filing until all of our comments
have
been addressed.
2. Please advise us of the exemption from the Securities Act you
will
rely upon in connection with the issuance of Realogy restricted
stock
units and options, including those for which the performance and
time
vesting has been eliminated, to be issued in connection with the
spin-off.
3. Please update your financial statements pursuant to Rule 3-12
of
Regulation S-X.
4. We note that you appear to be seeking confidential treatment
for
certain supporting information provided to us. Please revise your
request to comply with Rule 83 of the Freedom of Information Act,
including providing a copy of the request to the Commission`s FOIA
officer.
Summary, page 1
Our Risks, page 6
5. Please revise the second bullet point to reference the recent
rise
in interest rates and explain how rising rates could hurt your
business. In the fourth bullet point and in your discussion on
page
81, please disclose the $690 million value of the contingent and
other corporate liabilities you will incur. Refer to your
disclosure
on page 33.
The Separation, page 6
Overview, page 6
6. From page 7, it appears that the vehicle rental business will
not
be taking a share of certain contingent or corporate liabilities.
Please explain why.
Recent Events..., page 8
7. We note that the sale of Travelport could lead to a
reallocation
of historical liabilities. Please discuss in more detail whether
the
sale could lead to an increase in Realogy`s liability for certain
claims arising out of the class action lawsuits and ongoing audits
as
a result of the sale of one potential payor.
The Separation, page 40
Opinion of Evercore Group, page 49
8. We note your response to prior comment 18. Since Evercore is
not
opining on the relative fairness of the transaction when compared
with alternative strategies and since Cendant shareholders will,
after all the spin-offs, own a pro rata share of each business, is
still unclear to us precisely what Evercore is opining on. Does
the
fairness opinion relate to the allocation of assets and
liabilities
among the four companies? In revising your disclosure, it may be
helpful to explain what could potentially be unfair in a
transaction
of this sort.
MD&A, page 67
Separation from Cendant..., page 80
9. On page 82, please disclose the relative contribution of you,
Wyndham, Travelport and the vehicle rental business to Cendant`s
2005
EBITDA. Also, please clarify whether both your contribution to
2005
EBITDA and your ability to pay were considered in setting your 50%
liability for contingent Cendant obligations not directly related
to
your business. If so, please explain how these two factors were
weighed and revise your summary disclosure on page 7 accordingly.
Business, page 85
Certain Relationships and Related Party Transactions, page 137
10. Please confirm that Mr. Edelman has served as counsel at Paul
Hastings since June 2000. His bio suggests he worked there until
June 2000.
Where You Can Find More Information, page 159
11. Please revise the SEC`s address to 100 F Street, N.E.,
Washington, D.C. 20549.
Combined Statements of Cash Flows, page F-5
12. We note your response to comment 51. It is unclear to us why
no
portion of the advances made to Cendant in the periods presented
was
allocated against income taxes payable to Cendant and recognized
as a
cash outflow from operations. This seems to conflict with the
fact
that the cumulative amounts advanced to Cendant approximates the
cumulative amounts due to Cendant during the three years ended
December 31, 2005, as evidenced by the change in amounts due to
Cendant disclosed in Note 16. As such, please tell us why you
have
not considered the cash advances to Cendant to effectively result
in
repayments of amounts due to Cendant in determining the
appropriate
presentation in your statement of cash flows.
Note 18, Subsequent Events, page F-33 - F-34
13. We note your response to comments 54 and 55. Please revise to
disclose Cendant`s method for allocating the debt as described in
your response and, if true, that Cendant`s corporate debt does not
specifically relate to your operations or prior acquisitions.
Other
14. Please note that the acknowledgement contained on the final
page
of your response letter must be signed by an officer of the
company.
As appropriate, please amend your registration statement in
response to our comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Matthew Maulbeck at 202-551-3466 or Josh
Forgione, Assistant Chief Accountant, at 202-551-3431 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3852 with any other questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: Thomas Greenberg (via facsimile, 917-777-7886)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Eric J. Bock, Esq.
Cendant Corporation
May 19, 2006
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