Simpson Thacher represented the initial purchasers, led by bookrunning manager J.P. Morgan Securities LLC, in the sale of an aggregate principal amount of $402.5 million 0.25% Exchangeable Senior Notes due 2026 (the “Notes”) by Realogy Group LLC (“Realogy Group”) and Realogy Co-Issuer Corp. (the “Co-Issuer”), 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.
The Firm also represented affiliates of the initial purchasers as well as certain other dealers in connection with exchangeable note hedge transactions and warrant transactions relating to shares of common stock of Holdings, entered into concurrently with the offering of Notes.
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, 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.