Realogy’s $402.5 Million Exchangeable Senior Notes Offering

Simpson Thacher represented the initial purchasers, led by bookrunning manager J.P. Morgan Securities LLC, in the offering.

Realogy Group LLC (“Realogy Group”) and Realogy Co-Issuer Corp. (the “Co-Issuer”) executed its offering of an aggregate principal amount of $402.5 million 0.25% Exchangeable Senior Notes due 2026 (the “Notes”), which includes the full exercise of the initial purchasers’ option to purchase additional Notes.

The Notes are guaranteed on an unsecured subordinated basis by Realogy Holdings Corp., the indirect parent of Realogy (“Holdings”), and on an unsecured senior basis by each of Realogy’s domestic subsidiaries (other than the Co-Issuer) that is a guarantor under Realogy’s senior secured credit facilities and certain of its outstanding securities.

Realogy Group intends to use a portion of the net proceeds from this offering to pay the cost of the exchangeable note hedge transactions (after such cost is partially offset by the proceeds to Holdings from the sale of the warrants pursuant to the warrant transactions). Realogy Group expects to use the remaining net proceeds for its working capital and other general corporate purposes.

Realogy is the leading and most integrated provider of residential real estate services in the U.S. Realogy delivers its services through its portfolio of industry leading franchise brokerage brands, including Better Homes and Gardens® Real Estate, Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA® and Sotheby’s International Realty®.

The Simpson Thacher team for the transaction included, among others, Art Robinson (Picture), David Azarkh, Lia Toback and Mari Zaldivar (Capital Markets); Jonathan Lindabury, Caitlin Wood and Nathan Utterback (Derivatives); Bill Sheehan and Dorothy Hector (Credit); Nancy Mehlman and Nicole Humphrey (Tax); Abram Ellis and Laurel Fresquez (Regulatory); Jeanne Annarumma (Executive Compensation and Employee Benefits); Steven DeLott (Insurance); Michael Isby (Environmental); Genevieve Dorment and Kate Mirino (Intellectual Property); Tim Gallagher (Real Estate); and Jennie Getsin (Blue Sky). Summer Associate Zachary Krause also provided valuable assistance.

 

Involved fees earner: Jeanne Annarumma – Simpson Thacher & Bartlett; David Azarkh – Simpson Thacher & Bartlett; Steven DeLott – Simpson Thacher & Bartlett; Genevieve Dorment – Simpson Thacher & Bartlett; Abram Ellis – Simpson Thacher & Bartlett; Laurel Fresquez – Simpson Thacher & Bartlett; Timothy Gallagher – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett; Dorothy Hector – Simpson Thacher & Bartlett; Nicole Humphrey – Simpson Thacher & Bartlett; Michael Isby – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Nancy Mehlman – Simpson Thacher & Bartlett; Kate Mirino – Simpson Thacher & Bartlett; Arthur Robinson – Simpson Thacher & Bartlett; William Sheehan – Simpson Thacher & Bartlett; Lia Toback – Simpson Thacher & Bartlett; Nathan Utterback – Simpson Thacher & Bartlett; Caitlin Wood – Simpson Thacher & Bartlett; Mari Zaldivar – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: J.P. Morgan Securities LLC;

Author: Martina Bellini