PARSIPPANY, NJ -- 09/28/09 --
Realogy
Corporation, a global provider of real estate and relocation services
owned by an affiliate of Apollo Management, L.P., today announced that it
has closed on the incurrence of $515 million aggregate principal amount of
second lien incremental term loans, which amount the Company expects to be
increased to $650 million, at 13.5% and priced at 100%, or par value, that
mature in 2017. Realogy will issue $515 million today and an additional
$135 million on a delayed draw basis on Oct. 9, 2009, subject to receipt of
additional lender commitments for which there can be no assurances such
commitments will be obtained.
The Company said it would use the proceeds from the incurrence of the
incremental term loans to (1) reduce at least $365 million of borrowings on
its $750 million revolver under its existing credit facility and (2)
refinance approximately $220 million of 11.00%/11.75% Senior Toggle Notes
due 2014 from affiliates of Icahn Partners, L.P. for $150 million of
borrowings. The net effect of the transactions is that Realogy will
immediately reduce its outstanding debt by approximately $70 million. The
amount of the incremental term loans was upsized from the amount previously
disclosed in the Company's regulatory filing on Sept. 24, 2009.
"We are pleased with both our ability to raise new capital in today's
credit market and Apollo's increased investment in our company through
purchases of Realogy's bonds," said Realogy President &
CEO Richard A. Smith. "These are tremendous signs of investor
confidence in Realogy, our business model and the value of our brands as
well as the performance of our management team and our employees. Securing
these incremental term loans goes a long way toward increasing our
long-term liquidity and financial flexibility."
As part of Realogy's recent regulatory filings, it noted that Apollo had
advised the Company that through one of its affiliates Apollo has
substantially increased its investment in Realogy largely through
open-market purchases of unsecured notes. Upon today's closing of
incremental term loans, Apollo's ownership of Realogy's existing unsecured
notes is approximately $970 million in aggregate principal amount.
Forward-Looking Statements
This press release contains certain statements that constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Realogy to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Statements preceded by,
followed by or that otherwise include the words "believes", "expects",
"anticipates", "intends", "projects", "estimates", "plans", "may increase",
"may fluctuate" 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, including statements relating to increasing the
amount of second lien incremental term loans to $650 million, are
forward-looking statements.
Various factors that could cause actual future results and other future
events to differ materially from those estimated by management include, but
are not limited to: substantial amount of outstanding debt; constraints on
sources of liquidity; our ability to comply with the affirmative and
negative covenants contained in our debt agreements; the final resolution
or outcomes with respect to Cendant's contingent liabilities, including tax
liabilities; continuing adverse developments in the residential real estate
markets; continuing adverse developments in general business, economic and
political conditions, including reduced availability of credit and the
instability of financial markets in the U.S. and abroad, changes in
short-term or long-term interest rates, or any outbreak or escalation of
hostilities on a national, regional or international basis; a continuing
drop in consumer confidence and/or the impact of the ongoing recession and
related high levels of unemployment in the U.S. and abroad; our failure to
maintain or acquire franchisees and brands or the inability of franchisees
to survive the current real estate downturn; and our inability to access
capital and/or securitization markets.
Consideration should be given to the areas of risk described above, as well
as those risks set forth under the headings "Forward-Looking Statements,"
"Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K for
the year ended December 31, 2008 and our Quarterly Reports on Form 10-Q for
the three months ended March 31, 2009 and June 30, 2009 and in our other
periodic reports filed from time to time, in connection with considering
any forward-looking statements that may be made by us and our businesses
generally. 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.
About Realogy Corporation
Realogy Corporation, a global provider of real estate and relocation
services, has a diversified business model that includes real estate
franchising, brokerage, relocation and title services. Realogy's
world-renowned brands and business units include Better Homes and
Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker
Commercial®, The Corcoran Group®, ERA®, Sotheby's International
Realty®, NRT LLC, Cartus and Title Resource Group. Collectively,
Realogy's franchise systems have approximately 14,400 offices and 270,000
sales associates doing business in 93 countries around the world.
Headquartered in Parsippany, N.J., Realogy (www.realogy.com) is owned by
affiliates of Apollo Management, L.P., a leading private equity and capital
markets investor. To receive future Realogy news releases, you can sign up
for an e-mail subscription or obtain a link for your RSS reader at
www.realogy.com/media.
Investor Contact:
Alicia Swift
(973) 407-4669
alicia.swift@realogy.com
Media Contact:
Mark Panus
(973) 407-7215
mark.panus@realogy.com