______________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

^{_______________________________}

FORM 8-K

^{_______________________________}

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January ~~February 26~~23, ~~2016~~2017 ~~(February 25, 2016)~~

^{_______________________________}

Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

^{_______________________________}

Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

~~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:~~ _______________________________

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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

¨Item ~~Pre-commencement~~1.01. ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~14d-2(b)~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~14d-2(b))~~

¨1. Fourth ~~Pre-commencement~~Amendment ~~communications pursuant~~ to ~~Rule~~Credit ~~13e-4(c) under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item~~On 8January 23, 2017, Realogy Group LLC (the “Company”), an indirect, wholly-owned subsidiary of Realogy Holdings Corp.01, entered into a fourth amendment (the “Fourth Amendment”) to its Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”) among Realogy Intermediate Holdings LLC, the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., ~~Other~~as ~~Events~~administrative agent, and the other agents parties thereto.

OnThe ~~February~~Fourth Amendment ~~25,~~reprices ~~2016,~~the ~~Realogy~~$1.094 ~~Holdings~~billion ~~Corp.,~~term aloan ~~Delaware~~issued ~~corporation (~~under the ~~“Company”),~~Credit ~~Realogy~~Agreement ~~Group~~through ~~LLC,~~ a ~~Delaware~~refinancing ~~limited~~of ~~liability company and~~ the ~~Company’s~~existing ~~indirect,~~term ~~wholly-owned~~loan ~~subsidiary~~with ~~(“Realogy Group”), Realogy Co-Issuer Corp.,~~ a ~~Florida corporation~~new ~~and~~term ~~the~~loan ~~Company’s indirect, wholly-owned subsidiary~~ (the “~~Co-Issuer”~~Repriced ~~and,~~2022 ~~together~~Term ~~with Realogy Group, the “Issuers~~Loan”),. The ~~and~~interest ~~the~~rate ~~subsidiary guarantors named therein entered into a Purchase Agreement (the “Purchase Agreement”)~~ with ~~the~~respect ~~several initial purchasers named in Schedule A thereto, relating~~ to the ~~sale~~Repriced by2022 ~~the~~Term ~~Issuers~~Loan ofis ~~$250~~based ~~million~~on, ~~aggregate~~at ~~principal amount of~~ the ~~Issuers~~Company’s ~~5.250%~~option, ~~senior~~adjusted ~~notes~~LIBOR ~~due~~plus ~~2021 at an issue price of 100~~2.25% ~~of the principal amount~~ (~~the~~with ~~“Notes”).~~a ~~The~~floor ~~Notes will be issued under the same indenture as the $300 million aggregate principal amount~~ of ~~Realogy Group’s 5~~0.~~250~~75%) ~~senior~~or ~~notes~~ABR ~~due~~plus ~~2021 issued on November 21, 2014 (the “Existing 5~~1.~~250~~25% ~~Senior~~(with ~~Notes”).~~an ~~The~~ABR ~~Notes~~floor ~~will have identical terms, other than the issue date, the issue price and the first interest payment date, and will constitute part~~ of ~~the same series as the Existing 5~~1.~~250~~75% ~~Senior Notes~~). The ~~Notes~~ ~~will~~maturity ~~have~~date ~~the same CUSIP numbers as the Existing 5.250% Senior Notes, except~~ for the ~~Notes~~Repriced ~~sold~~2022 ~~pursuant~~Term toLoan ~~Regulation~~remains SJuly ~~which will~~20, ~~on the 40th day following the issue date of the Notes~~2022, ~~have~~and ~~the~~all ~~same~~other ~~CUSIP~~material ~~numbers.~~provisions ~~The~~under ~~Notes that have~~ the ~~same~~ ~~CUSIP~~Credit ~~numbers~~Agreement asremain ~~the Existing 5~~unchanged.~~250%~~ ~~Senior Notes are expected to be fungible with the Existing 5.250% Senior Notes.~~

The ~~Notes~~descriptions ~~will be~~of ~~issued in a private offering that is exempt from~~ the ~~registration~~provisions ~~requirements~~ of the ~~Securities~~Fourth ~~Act~~Amendment ofare ~~1933,~~qualified asin ~~amended~~their ~~(the~~entirety ~~“Securities~~by ~~Act”)~~reference to ~~qualified~~the ~~institutional~~full ~~buyers~~and incomplete ~~accordance~~terms ~~with~~of ~~Rule~~the ~~144A~~Fourth ~~and~~Amendment towhich ~~persons~~is ~~outside~~attached ofhereto ~~the United~~as ~~States~~Exhibit ~~pursuant~~10.1 toand ~~Regulation~~is Sincorporated ~~under~~herein ~~the~~by ~~Securities Act~~reference.

~~The~~2. Incremental ~~Notes~~Assumption ~~will~~Agreement ~~be guaranteed on an unsecured senior basis by each of Realogy Group’s domestic subsidiaries (other than the Co-Issuer) that is a guarantor~~ under ~~its~~Credit ~~senior secured credit facilities and its outstanding senior notes~~Agreement. 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 Group’s existing and future senior secured debt, including its senior secured credit facilities, to the extent of the value of the assets securing such debt. Subject to customary closing conditions, the sale of the Notes is expected to close on or about March 1, 2016.

~~The~~On ~~Purchase Agreement~~January ~~contains customary representations~~23, ~~warranties and agreements by the Issuers and the guarantors. In addition~~2017, the ~~Issuers~~Company ~~and~~entered ~~the~~into ~~guarantors~~an ~~have~~Incremental ~~agreed~~Assumption toAgreement ~~indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or~~ to ~~contribute to payments~~ the ~~initial~~Credit ~~purchasers~~Agreement ~~may~~pursuant ~~be required~~ to ~~make~~which ~~in respect of those liabilities. Furthermore,~~ the ~~Issuers~~Company ~~and~~increased the ~~guarantors~~borrowing ~~have~~capacity ~~agreed~~under ~~with~~its ~~the~~revolving ~~initial~~credit ~~purchasers~~facility ~~not~~ to ~~offer~~$1.050 orbillion ~~sell~~from ~~any similar debt securities for a period of 60 days after~~ the ~~closing~~existing ~~date~~$815 ~~without the prior written consent of the initial purchasers~~million.

The ~~Company~~ ~~intends~~description toof ~~use~~ the ~~net~~Incremental ~~proceeds~~Assumption ~~from~~Agreement ~~the~~is ~~offering~~qualified ofin ~~the~~its ~~Notes~~entirety ofby ~~approximately~~reference ~~$247 million~~ to ~~temporarily~~the ~~reduce~~full ~~outstanding borrowings under its revolving credit facility~~ and ~~for~~complete ~~working~~terms ~~capital~~of ~~purposes,~~the ~~prior~~Incremental toAssumption ~~using~~Agreement ~~such~~which ~~net~~is ~~proceeds to~~attached ~~retire~~hereto aas ~~portion~~Exhibit ~~of its outstanding 3~~10.~~375%~~2 ~~Senior~~and ~~Notes~~is ~~due~~incorporated ~~2016~~herein atby ~~maturity in May 2016~~reference.

***

Certain of the lenders and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. They have received (or will receive) customary fees and commissions for these transactions.



Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Shore Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01.	Financial Statements and Exhibits.



(d)	Exhibits

ExhibitNumber		Exhibit
Exhibit No.		Description
99.1		Press Release issued February 25, 2016.
10.1		Fourth Amendment, dated as of January 23, 2017, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.
10.2		Incremental Assumption Agreement, dated as of January 23, 2017, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

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/ ANTHONY E. HULL Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer REALOGY~~ HOLDINGS CORP. By: /s/ ~~ANTHONY~~Anthony E. ~~HULL~~Hull Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer

Date: ~~February 26~~January 23, ~~2016~~2017

~~INDEX~~Pursuant TOto ~~EXHIBITS~~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.

ExhibitNumber		Exhibit
99.1		Press Release issued February 25, 2016.



REALOGY GROUP LLC

By:		/s/ Anthony E. Hull
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer

Date: January 23, 2017

EXHIBIT INDEX



Exhibit No.		Exhibit
10.1		Fourth Amendment, dated as of January 23, 2017, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.
10.2		Incremental Assumption Agreement, dated as of January 23, 2017, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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