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Simpson Thacher Represents Initial Purchasers in $300 Million Upsized Add-On Senior Notes Offering by Realogy

02.04.21

Simpson Thacher represented the initial purchasers, led by bookrunning manager J.P. Morgan Securities LLC, in the sale of an aggregate principal amount of $300 million 5.75% Senior Notes due 2029 by Realogy Group LLC (“Realogy”) and Realogy Co-Issuer Corp. (the “Co-Issuer”). The size of the notes offering was upsized from $200 million to $300 million. The notes were issued as additional notes under the same indenture governing Realogy’s $600 million aggregate principal amount of 5.75% Senior Notes due 2029 that were issued on January 11, 2021.

The notes are guaranteed on an unsecured subordinated basis by Realogy Holdings Corp., the indirect parent of Realogy, 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 intends to use the net proceeds from this offering to repay a portion of the outstanding borrowings under its term loan B credit facility. The application of the net proceeds from the offering is subject to change, and Realogy may elect to apply all or a portion of such proceeds to repay other indebtedness.

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, Arthur Robinson, David Azarkh, Jessica Asrat and Gianna Ceophas (Capital Markets); Jonathan Cantor and Abigail Hopper (Tax); Bill Sheehan and Dorothy Hector (Credit); Jeanne Annarumma and Eric Wolf (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).