Realogy’s $1 Billion Senior Notes Offering

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

Realogy announced the sale of an aggregate principal amount of $1 billion 5.25% Senior Notes due 2030 by Realogy Group LLC (“Realogy”) and Realogy Co-Issuer Corp. (the “Co-Issuer”). The size of the offering was upsized from $550 million to $1 billion. 

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, together with cash on hand, to redeem, in full, its 9.375% Senior Notes due 2027 and 7.625% Senior Secured Second Lien Notes due 2025 and to pay related accrued interest, premium, fees and expenses on both such notes.

Realogy is the leading and most integrated provider of residential real estate services in the U.S. Realogy’s diverse brand portfolio includes some of the most recognized names in real estate: 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 (Picture) and Evan Zuckerman (Capital Markets); Bill Sheehan, Dorothy Hector and Callie Robins (Credit); Michael Mann (Tax); Abram Ellis and Laurel Fresquez (Regulatory); Jeanne Annarumma and Hannah Daniels (Executive Compensation and Employee Benefits); Steven DeLott (Insurance); Michael Isby (Environmental); Genevieve Dorment (Intellectual Property); Tim Gallagher (Real Estate); and Jennie Getsin (Blue Sky).

Involved fees earner: Jeanne Annarumma – Simpson Thacher & Bartlett; David Azarkh – Simpson Thacher & Bartlett; Hannah Daniels – 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; Michael Isby – Simpson Thacher & Bartlett; Michael Mann – Simpson Thacher & Bartlett; Callie Robins – Simpson Thacher & Bartlett; Arthur Robinson – Simpson Thacher & Bartlett; William Sheehan – Simpson Thacher & Bartlett; Evan Zuckerman – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: J.P. Morgan Securities LLC;

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Author: Youness Semri