Realogy Group LLC, together with a co-issuer, is proposing to issue, subject to market and other conditions, $300 million aggregate principal amount of exchangeable senior notes due 2026 in a private offering that is exempt from the registration requirements of the Securities Act of 1933.
Realogy Group also intends to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $45 million aggregate principal amount of the notes.
The notes will be guaranteed on a senior unsecured basis by each of Realogy Group’s domestic subsidiaries (other than the co-issuer of the notes) that is a guarantor under its senior secured credit facilities and certain of its outstanding existing senior notes. The notes will also be guaranteed by the company on a subordinated unsecured basis. The notes will be effectively subordinated to all of Realogy Group’s existing and future senior secured debt, including its senior secured credit facilities, to the extent of the value of the assets securing such debt, and pari passu to all of Realogy Group’s existing and future senior debt, including its outstanding existing senior notes.
The notes will mature on June 15, 2026, unless earlier repurchased, redeemed or exchanged. Before March 15, 2026, holders of the notes will have the right to exchange their notes for shares of the company’s common stock in certain circumstances and during specified periods. From and after March 15, 2026, holders of the notes may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the notes.
Realogy Group will pay in cash the principal amount of the notes to be exchanged and pay or deliver, as the case may be, cash, shares of the company’s common stock or a combination of cash and shares of the company’s common stock, at Realogy Group’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the notes being exchanged.