REALOGY ANNOUNCES PRICING OF ITS OFFERING OF SENIOR NOTES
MADISON, N.J. (April 2, 2014) Realogy Holdings Corp. (NYSE: RLGY) (the Company) announced today that its indirect, wholly-owned
subsidiary, Realogy Group LLC (Realogy Group), together with a co-issuer, priced $450 million aggregate principal amount of 4.500% senior notes due 2019 (the Notes) in connection with their previously announced private
offering exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). The closing of the offering is expected to occur on April 7, 2014, subject to customary closing conditions.
The Notes will be guaranteed on an unsecured senior basis by each of Realogy Groups domestic subsidiaries (other than the co-issuer of
the Notes) that is a guarantor under its senior secured credit facility and its outstanding securities. The Notes will also be guaranteed by the Company on an unsecured senior subordinated basis. The Notes will be effectively subordinated to all of
Realogy Groups existing and future senior secured debt, including its senior secured credit facility and its outstanding senior secured notes, to the extent of the value of the assets securing such debt.
The Company intends to use a portion of the $444 million of net proceeds from the offering of the Notes to repurchase approximately $354 million of the
Companys 7.875% Senior Secured Notes due 2019, and to pay related premiums of $33 million as well as related fees and expenses, concurrent with the closing of the offering. The Company intends to use the remaining net proceeds from the
offering of the Notes for working capital and general corporate purposes. The Company may also use such proceeds to repay existing secured notes from time to time, through either tender offers, redemptions, purchases in privately negotiated
transactions, open market purchases, or a combination thereof, and to pay the fees and expenses related thereto.
The Notes and the related
guarantees will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state
securities laws. The Notes and the related guarantees will be offered in the United States only to qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any
sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in
accordance with Rule 135(c) under the Securities Act.
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is a global leader in residential real estate franchising with company-owned residential real
estate brokerage operations doing business under its franchise systems as well as relocation and title services. Realogys brands and business units include Better Homes and Gardens® Real Estate, CENTURY 21®,
Coldwell Banker®, Coldwell Banker Commercial®, The Corcoran Group®, ERA®, Sothebys International Realty®, NRT LLC, Cartus and Title Resource Group. Collectively, Realogys franchise system members operate approximately 13,700 offices with 247,800 independent sales
associates doing business in 103 countries around the world. Realogy is headquartered in Madison, N.J.
Forward Looking Statements
Certain statements in this press release constitute forward-looking statements relating to the offering of the Notes and the anticipated use of net proceeds therefrom. Statements preceded
by, followed by or that otherwise include the words believes, expects, anticipates, intends, projects, estimates and plans and similar expressions or future or
conditional verbs such as will, should, would, may and could are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other
characterizations of future events, circumstances or results are forward-looking statements. These statements are subject to significant risks and uncertainties, including, without limitation, risks and uncertainties related to economic, market or
business conditions and satisfaction of customary closing conditions related to the private offering. No assurance can be given that the offering of Notes discussed above will be consummated on the terms described or at all. Except for our ongoing
obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events
unless we are required to do so by law.
Investor Relations Contacts: