Realogy Announces Upsizing and Pricing of Its $550 Million Offering of Senior Secured Second Lien Notes

Realogy Holdings Corp. announced today that its indirect, wholly-owned subsidiary, Realogy Group LLC ("Realogy Group"), together with a co-issuer, priced at par $550 million aggregate principal amount of 7.625% senior secured second lien notes due 2025 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The aggregate size of the offering has been upsized from $400 million to $550 million. The closing of the offering is expected to occur on June 16, 2020, subject to customary closing conditions.

The Notes will be guaranteed on a senior secured basis by Realogy Intermediate Holdings LLC, Realogy Group's direct parent, and each domestic subsidiary of the Company, other than certain excluded entities, that is a guarantor under its senior secured credit facilities and certain of its outstanding securities. The Notes will also be guaranteed by the Company, on an unsecured senior subordinated basis. The Notes will be secured by substantially the same collateral as the Company's existing first lien obligations under its senior secured credit facilities on a second priority basis.

The Company intends to use the net proceeds from this offering, together with cash on hand, to redeem in full its outstanding 5.250% Senior Notes due 2021, and to pay related accrued interest, premium, fees and expenses.

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 only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.