UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 9, 2020 (June

~~Date of Report (Date of Earliest Event Reported): June 8, 2020 (June 8, 2020)~~ 9

, 2020)

Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-35674	20-8050955
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	333-148153	20-4381990
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

175 Park Avenue

Madison, NJ 07940

(Address of principal executive offices) (Zip Code)

(973) 407-2000

(Registrant’s telephone number, including area code)

None

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Realogy Holdings Corp.	Common Stock, par value $0.01 per share	RLGY	New York Stock Exchange
Realogy Group LLC	None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On June 9, 2020, Realogy Holdings Corp., a Delaware corporation (the “Company”), Realogy Group LLC, a Delaware limited liability company and the Company’s indirect, wholly-owned subsidiary (“Realogy Group”), Realogy

The following information is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing. Co-Issuer

Corp., a Florida corporation and the Company’s indirect, wholly-owned subsidiary (the

~~In connection with a proposed secured financing, Realogy Holdings Corp. (~~“~~Realogy~~Co-Issuer” ~~or the “Company”) anticipates disclosing to prospective investors certain information that has not been previously publicly reported, excerpts of which are furnished below.~~

and, together with Realogy Group, the “Issuers”), Realogy Intermediate Holdings LLC, a Delaware limited liability company and the Company’s direct, wholly-owned subsidiary (“Realogy Intermediate”), and the subsidiary guarantors named therein entered into a Purchase Agreement (the “Purchase Agreement”) with the representative of the several initial purchasers named in Schedule A thereto, relating to the sale by the Issuers of $550 million aggregate principal amount of the Issuers’ 7.625% senior secured second lien notes due 2025 at par (the “Notes”). The aggregate size of the offering was upsized from $400 million to $550 million.

~~Open~~The ~~and~~Notes ~~closed~~will ~~homesale~~be ~~transaction~~issued ~~volume~~in ~~for~~a ~~April~~private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) to qualified institutional buyers in accordance with Rule 144A and ~~May~~to ~~2020~~persons outside of the United States pursuant to Regulation S under the Securities Act.

The ~~information~~Notes ~~presented~~will ~~below~~be ~~for~~guaranteed ~~open~~on a senior secured basis by Realogy Intermediate and ~~closed~~each ~~homesale~~domestic ~~transaction~~subsidiary ~~volume~~of ~~for~~the ~~April~~Company, ~~2020~~other than certain excluded entities, that is ~~final~~a guarantor under its senior secured credit facilities and ~~reflects~~certain ~~updates~~of toits ~~information~~outstanding ~~provided~~securities. inThe Notes will also be guaranteed by the Company~~’s May 7~~, ~~2020~~on ~~earnings~~an ~~call,~~unsecured ~~while~~senior ~~the~~subordinated ~~information~~basis. ~~presented~~The ~~for~~Notes ~~May~~will ~~2020~~be issecured ~~preliminary~~by ~~and~~substantially isthe ~~based~~same oncollateral as the Company’s ~~estimates~~existing ~~using~~first ~~currently~~lien ~~available~~obligations ~~information.~~under Asits senior secured credit facilities on a ~~result~~second priority basis. Subject to customary closing conditions, the ~~May~~sale ~~2020~~of ~~information~~the Notes is ~~subject~~expected to ~~revision~~close ~~and~~on ~~such~~or ~~revisions~~about ~~may~~June be16, ~~material~~2020.

~~Closed~~The ~~transaction~~Purchase ~~volume~~Agreement ~~represents~~contains ~~closed~~customary ~~homesale~~representations, ~~sides~~warranties ~~(with~~and ~~each~~agreements ~~homesale~~by ~~transaction~~the ~~having~~Issuers aand ~~“buy”~~the guarantors. In addition, the Issuers and ~~“sell”~~the ~~side)~~guarantors ~~times~~have ~~average~~agreed ~~homesale~~to ~~price~~indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities. ~~Open~~Furthermore, ~~transaction~~the ~~volume~~Issuers ~~represents~~and ~~new~~the ~~contracts~~guarantors have agreed with the initial purchasers not to ~~buy~~offer or sell any similar debt securities for a ~~home~~period ~~times~~of ~~average~~60 ~~sale~~days ~~price~~after the closing date without the prior written consent of the representative of the initial purchasers.

The ~~closed~~Company ~~homesale~~intends ~~transaction volume data presented for April 2020 and May 2020 is compared~~ to ~~the~~use ~~same month in~~ the ~~prior~~net ~~fiscal~~proceeds ~~year.~~from ~~Year-over-year~~this ~~comparisons~~offering, oftogether ~~monthly~~with ~~closed~~cash ~~transaction~~on ~~volume~~hand, ~~often~~to ~~are~~redeem ~~affected by differences~~ in ~~the~~full ~~number~~its ofoutstanding ~~business days in a particular month~~5.250% ~~April~~Senior ~~2020~~Notes ~~had~~due ~~the~~2021, ~~same~~and ~~number~~to ofpay ~~business~~related ~~days~~accrued asinterest, ~~April 2019~~premium, ~~while~~fees ~~May~~and ~~2020 had two fewer business days than May 2019~~expenses. ~~The company has not adjusted the closed homesale transaction volume data presented herein to reflect an equal number of business days.~~

InItem contrast to closed transaction volume, the open transaction volume data presented has been adjusted so that each month has the same number of business days (20) as the comparable month in the prior fiscal year9. ~~For open transaction volume, the Company believes a same business day comparison is more representative as a forward-looking indicator~~01. ~~The~~Financial ~~adjustment~~Statements toand ~~open transaction volume to eliminate the two additional business days in May 2019, however, favorably impacts the year-over-year comparison~~Exhibits.

Demand improved markedly during the month of May 2020, after also showing improvement in the second half of April 2020. Specifically, the Company combined open homesale transaction volume significantly improved during May 2020, with a decline of (6d)% ~~year-over-year~~Exhibits ~~for approximately the second half of May 2020 compared to decline of (22%) year-over-year for approximately the first half of May 2020.~~

The Company believes that the change in both its final April and preliminary May 2020 data for closed and open transaction volume at Realogy Brokerage Group as compared to Realogy Franchise Group is driven primarily by the different geographic mix between the two businesses.


Exhibit Number		Exhibit

	99.1	Press Release issued June 9, 2020.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

	Closed Transaction Volume			Open Transaction Volume (1)
	(unaudited)
Realogy Franchise and Brokerage Group Combined
May 2020 vs. May 2019 (preliminary)		(41	%)		(14	%)
April 2020 vs. April 2019		(21	%)		(44	%)
Realogy Franchise Group (2)
May 2020 vs. May 2019 (preliminary)		(40	%)		(9	%)
April 2020 vs. April 2019		(17	%)		(40	%)
Realogy Brokerage Group
May 2020 vs. May 2019 (preliminary)		(45	%)		(21	%)
April 2020 vs. April 2019		(29	%)		(49	%)

INDEX TO EXHIBITS

(1) The time to close a homesale transaction can vary widely, from days to months, but under normal market conditions, the Company estimates based on its data that once a contract is signed (and becomes an open transaction), it takes an average of 45 to 50 days to close (and become a closed transaction), excluding contracts that terminate prior to closing.


Exhibit Number		Exhibit

	99.1	Press Release issued June 9, 2020.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

(2) Includes all franchisees except for Realogy Brokerage Group.

COVID-19

mid-March

COVID-19

Developments—COVID-19”

10-Q

10-Q”).

Litigation Update

Company-Initiated Litigation

The Company also disclosed that in July 2019, it filed an action against Urban Compass, Inc. and Compass, Inc. (together, “Compass”), as described more fully in Note 9. On June 5, 2020, having previously denied certain portions of Compass’ motion to dismiss, the Court denied the balance of the motion to dismiss, and denied as moot Compass’ motion to compel arbitration, granting the Company leave to amend the allegations that relate to Corcoran’s exclusive listings to clarify the claims and damages sought in the action. The Company’s amended complaint is due by June 19, 2020.

Rubenstein, Nolan v. The National Association of Realtors, Realogy Holdings Corp., Coldwell Banker, Sotheby’s Investment Realty, and Homeservices of America, Inc

Moehrl and Sitzer

Termination of listing fee contract

COVID-19

Forward-Looking Statements

8-K

(COVID-19)

COVID-19

high-tax

COVID-19

high-end

COVID-19

10-Q

10-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


REALOGY GROUP LLC

By:		/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President and Chief Financial Officer and Treasurer

Date: June 89, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


REALOGY HOLDINGS CORP.

By:		/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President and Chief Financial Officer and Treasurer

Date: June 89, 2020

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