Simpson Thacher represented the initial purchasers, led by bookrunning manager J.P. Morgan Securities LLC, in the sale of an aggregate principal amount of $550 million 7.625% Senior Secured Second Lien Notes due 2025 by Realogy Group LLC (“Realogy”) and Realogy Co-Issuer Corp. (the “Co-Issuer”). The size of the offering was upsized from $400 million to $550 million.
The notes are guaranteed on an unsecured senior subordinated basis by Realogy Holdings Corp. and on a senior secured basis by Realogy Intermediate Holdings LLC, and each of Realogy’s existing and future U.S. direct or indirect restricted subsidiaries (other than the Co-Issuer) that is a guarantor under its secured credit facilities and its outstanding debt securities, subject to certain exceptions. Realogy intends to use the net proceeds from the offering, together with cash on hand, to redeem, in full, its outstanding 5.25% Senior Notes and to pay related accrued interest, premium, fees and expenses.
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 Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, Sotheby's International Realty® and Better Homes and Gardens® Real Estate.
The Simpson Thacher team for the transaction included, among others, Arthur Robinson, Marisa Stavenas, David Azarkh, Stephanie Rowan and Evan Zuckerman (Capital Markets); Bill Sheehan, Dorothy Hector and Adam Deutsch (Credit); Soogy Lee and Jon Pall (Collateral); Jonathan Cantor and Abigail Hopper (Tax); Abram Ellis (Regulatory); Jeanne Annarumma and Eric Wolf (Executive Compensation and Employee Benefits); Steven DeLott (Insurance); Michael Isby (Environmental); Lori Lesser and Kate Mirino (Intellectual Property); Tim Gallagher (Real Estate); and Jennie Getsin (Blue Sky)