Realogy To Be Acquired By Apollo Mgmt. in $9 Billion All-Cash Transaction

Realogy stockholders to receive $30 per share
RISMEDIA, December 18, 2006–Realogy Corporation announced that it has entered into a definitive agreement for the company to be acquired by an affiliate of Apollo Management, L.P., a leading private equity firm, in a transaction valued at approximately $9 billion, including the assumption or repayment of approximately $1.6 billion of net indebtedness and legacy contingent and other liabilities of approximately $750 million.

Under the terms of the agreement, Realogy stockholders would receive $30.00 per share in cash at closing, representing a premium of 18 percent over Friday’s market closing price of $25.50 and a premium of 26 percent over Realogy?s average closing share price since its spin-off from Cendant Corporation on August 1, 2006. In addition, the total transaction value represents a multiple of approximately 11 times the mid-point of the Company?s previously released 2006 EBITDA guidance before restructuring and spin-off-related costs, and approximately 12 times the consensus Wall Street estimate of 2007 Company EBITDA.

On the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent and disinterested directors, the Board of Directors of Realogy approved the agreement and recommended that Realogy?s stockholders adopt the agreement.

?After careful consideration, our board of directors has concluded that this transaction is in the best interests of Realogy and our stockholders,? Chairman and Chief Executive Officer Henry R. Silverman said. It will enable stockholders to realize the value of Realogy?s fundamentally strong businesses. At the same time, the valuation takes into account the substantial pressures and uncertainties facing the residential real estate markets that may well continue for some time. Realogy will benefit from ownership by an investor committed to building further on the solid foundation provided by the Company?s leading market positions and to developing long-term opportunities for growth.?

Commenting on the transaction, Marc Becker, partner at Apollo, said, ?Realogy?s powerful real estate brands and their long heritage of leadership in the industry serve as a strong platform for future growth and we are pleased to again have it as part of our investment portfolio. We are committed to working with Realogy?s talented senior management team and dedicated employees to invest in the business and position it for long-term growth and success.

?We are excited about the opportunity to grow our company in partnership with Apollo,? said Vice Chairman and President Richard A. Smith. ?Apollo’s interest in our company is a clear recognition of the attractiveness of Realogy, our businesses and the success we have achieved. Apollo has a strong track record of growing businesses. Under its ownership, Realogy?s strong and highly competitive franchising, brokerage, relocation and title services businesses will be able to continue moving forward, executing our current business plans and developing new opportunities for growth.?

Pursuant to existing contractual arrangements, it is expected that Silverman will continue to serve as Chairman and CEO until the expiration of his current employment agreement on December 31, 2007, at which time it is expected that he will be succeeded as CEO by Smith. Silverman and the Company have agreed that he will not be an equity participant with Apollo in the acquisition, and will receive the same per share consideration for his shares and in-the-money options as other stockholders and optionholders under the merger agreement. As with all other optionholders, all of Silverman’s out-of-the-money options will be cancelled. No discussions have been held with other members of senior management regarding management participation in the transaction, but it is anticipated that the senior management team will remain with the company following the transaction’s closing.

There is no financing condition to the obligations of Apollo to consummate the transaction, and Apollo has already secured commitments from JPMorgan, Credit Suisse and Bear Stearns to provide the debt financing for this cash transaction. In addition, Apollo has committed to provide $2 billion of equity to complete the transaction.

The agreement is subject to the affirmative vote of the holders of a majority of the outstanding shares of Realogy, antitrust and insurance approvals, and other customary closing conditions. Realogy and Apollo currently anticipate consummating the transaction in the spring of 2007. Upon the closing of the transaction, shares of Realogy common stock would no longer be listed on the New York Stock Exchange (NYSE).

Under the terms of the agreement, Realogy may solicit alternative proposals from third parties until February 14, 2007 and intends to consider any such proposals through its special committee and with the assistance of its independent advisors. In addition, Realogy may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals. If the company accepts a superior proposal, a break-up fee would be payable by the Company to Apollo.

Realogy advises that there can be no assurance that the solicitation of superior proposals will result in an alternative transaction.

Substantially all of the Company?s Floating Rate Senior Notes due 2009, 6.150% Senior Notes due 2011 and 6.500% Senior Notes due 2016 will be either assumed or repaid. The transaction, however, does not require the consent of any bondholders. In the event that Realogy?s credit rating falls below investment grade and a change of control has occurred, the Company would be required to offer to repurchase these Notes at 100% of face value following the closing.

Realogy has received a written legal opinion that the transaction with Apollo will not impact the tax-free nature of the Company?s spin-off from Cendant Corporation. Realogy became a publicly traded real estate services company listed on the NYSE and a member of the S&P 500 on August 1, 2006, after completing its spin-off from Cendant Corporation. Previously, Realogy?s business units and brands operated as part of the Cendant Real Estate Services Division.

In connection with the transaction, Evercore Partners served as financial advisor to Realogy; and Skadden, Arps, Slate, Meagher & Flom served as its legal counsel. JPMorgan and Credit Suisse served as financial advisors to Apollo; and Wachtell, Lipton, Rosen & Katz served as its legal counsel. JPMorgan, Credit Suisse and Bear Stearns are providing Apollo with debt financing.

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