RISMEDIA, Nov. 17, 2008-Realogy Corporation announced that it is extending invitations for commitments of up to $500,000,000 aggregate principal amount of new second lien incremental term loans (the “Second Lien Incremental Term Loans”), to eligible holders (as defined below) of each of the notes listed in the table below (collectively, the “Existing Notes”). The company will be entering into the Second Lien Incremental Term Loans under the incremental loan (accordion) feature of its existing senior secured credit facility. The Second Lien Incremental Term Loans will mature on April 15, 2014.
According to the company, the Second Lien Incremental Term Loans will be guaranteed by all of the subsidiaries of the company (the “Guarantors”) that guarantee its first lien obligations under its existing senior secured credit facility and will be secured on a second-priority lien basis by substantially all the assets owned by the Company and the Guarantors to the extent such assets secure its first lien obligations under its senior secured credit facility.
The Invitations to participate as a lender in the Second Lien Incremental Term Loans will terminate at midnight, New York City time, on December 11, 2008 (such time and date, as the same may be extended, the “Termination Date”). Holders who make their commitments by 5:00 p.m., New York City time, on November 26, 2008 (such time and date, as the same may be extended, the “Early Commitment Date”) will be required to fund each $100,000 principal amount of commitments accepted by the Company with the Early Commitment Consideration, which will be less than the consideration payable by holders who fund commitments accepted by the Company after the Early Commitment Date as described in the table below.
Commitments may be rescinded prior to 5:00 p.m., New York City time, on November 26, 2008 (such time and date, as the same may be extended, the “Commitment Rescission Deadline”) and may not be rescinded thereafter. In addition, Senior Subordinated Notes and Senior Cash Notes delivered in connection with a commitment on or prior to the Early Commitment Date will be entitled to receive at closing, cash with respect to accrued and unpaid interest on such Existing Notes.
Commitments received from holders of Senior Toggle Notes or commitments received after the Early Commitment Date will not receive any additional payment in respect of accrued but unpaid interest and any such interest will be forfeited.
The Invitations to participate as a lender in the Second Lien Incremental Term Loans are being extended only to holders who are not ineligible institutions under the senior secured credit facility and who certify to Realogy that, (a) if they are in the United States, they are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or (b) if they are outside the United States, they are persons other than U.S. persons (as defined in Rule 902 under the Securities Act). Such holders are referred to as “eligible holders.”
The company’s obligation to accept any commitments, and the Existing Notes delivered pursuant to such commitments, is set forth solely in the Confidential Information Memorandum relating to the Invitations and the related Commitment Letters and Note Delivery Letters. Documents relating to the Invitations will only be distributed to holders of Existing Notes who confirm their eligibility. The Invitations are made only by, and pursuant to, the terms set forth in the Confidential Information Memorandum, and the information in this press release is qualified by reference to the Confidential Information Memorandum and the related Commitment Letter and Note Delivery Letter. Subject to applicable law, the Company may amend, extend or terminate the Invitations.
For more information, visit www.realogy.com.
RISMedia welcomes your questions and comments. Send your e-mail to: realestatemagazinefeedback@rismedia.com.
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