Realogy : 8-K

______________________________________________________________________________________________________

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): September 9, 2019

_______________________________

Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

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

Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

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

175 Park Avenue

Madison, NJ 07940

(Address of principal executive offices) (Zip Code)

[phone]

(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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications 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 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 ☐

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. ☐

______________________________________________________________________________________________________

Item 7.01.	Regulation FD Disclosure.

On September 7, 2019, Realogy Holdings Corp. (the "Company") issued a written communication to its employees, which is furnished as Exhibit 99.1. The employee communication related to ongoing Company litigation against Urban Compass, Inc. and Compass, Inc. and addressed related unsubstantiated and inaccurate media reports.

Item 9.01. Financial Statements and Exhibits.

1. Exhibits

Exhibit No.

Description

99.1Realogy Employee Communication dated September 7, 2019.

	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are
101.INS	embedded within the inline XBRL document.

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 HOLDINGS CORP.

By:	/s/ Marilyn J. Wasser

Marilyn J. Wasser, Executive Vice President, General Counsel and

Corporate Secretary

Date: September 9, 2019

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/ Marilyn J. Wasser

Marilyn J. Wasser, Executive Vice President, General Counsel and

Corporate Secretary

Date: September 9, 2019

EXHIBIT INDEX

Item 9.01. Financial Statements and Exhibits.

1. Exhibits

Exhibit No.

Description

99.1Realogy Employee Communication dated September 7, 2019.

	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are
101.INS	embedded within the inline XBRL document.

Exhibit 99.1

On July 10, 2019, we filed a lawsuit because of Compass's illegal and unfair business practices. We did not make that decision lightly and did so with the full support of our Board of Directors. We believed then - as we do now - that it was 100 percent the right thing to do in standing up for ourselves and fighting for open, honest and fair competition in the industry.

On Friday night, as we expected, Compass filed a motion to dismiss our lawsuit. Not surprising to us, they issued a media statement designed to inspire sensational news coverage about Realogy that is simply not true. Compass's misleading statement was clearly designed to create distraction for Realogy employees, agents and franchisees on which they could later try to capitalize. While we generally do not comment on pending litigation outside the company or even within the company, we want to be clear with you that we have never had discussions to sell or merge Realogy with Compass.

The reality is that Compass is trying to distract the media and the industry from the core issue of its illegal and unfair business practices, which are part of our lawsuit against them. Most recently, a judge in New Jersey ruled that Compass, in connection with the hiring of a Realogy employee, was complicit in improperly accepting Realogy's confidential information from that employee, and Compass created a 'dummy job' to circumvent his non-compete provisions. The judge issued a preliminary injunction against Compass and the former employee.

We stand by the allegations in our complaint. But most importantly, I ask that you not allow Compass's misleading and intentionally provocative statements to distract you from what you are doing to support our agents and our franchisees every day.

Ryan