Item 1.01. Entry into a Material Definitive Agreement.




Indenture and Senior Notes due 2030
On January 10, 2022, Realogy Group LLC, a Delaware limited liability company
(the "Company"), together with Realogy Co-Issuer Corp., a Florida corporation
and the Company's wholly-owned subsidiary (the "Co-Issuer" and, together with
the Company, the "Issuers"), issued $1 billion aggregate principal amount of
5.250% Senior Notes due 2030 (the "Notes"), under an indenture, dated as of
January 10, 2022 (the "Indenture"), among the Issuers, Realogy Holdings Corp., a
Delaware corporation and indirect parent of the Company ("Holdings"), the Note
Guarantors (as defined below) and The Bank of New York Mellon Trust Company,
N.A., as trustee for the Notes (the "Trustee"). The Notes were issued in a
private offering 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 under the Securities Act and to persons outside of the
United States pursuant to Regulation S under the Securities Act.
The Company intends to use the net proceeds from this offering, together with
cash on hand, to redeem in full both its outstanding 9.375% Senior Notes due
2027 and its 7.625% Senior Secured Second Lien Notes due 2025, each at a
redemption price of 100% plus the applicable "make whole" premium (as determined
pursuant to the indenture governing the 9.375% Senior Notes due 2027 and the
indenture governing the 7.625% Senior Secured Second Lien Notes due 2025, as
applicable), together with accrued and unpaid interest to, but excluding, the
redemption date on both such notes. The redemptions will be made solely pursuant
to the redemption notices delivered pursuant to the indenture governing the
9.375% Senior Notes due 2027 and the indenture governing the 7.625% Senior
Secured Second Lien Notes due 2025, as applicable, and nothing contained in this
Form 8-K constitutes a notice of redemption of the 9.375% Senior Notes due 2027
or a notice of redemption of the 7.625% Senior Secured Second Lien Notes due
2025.
The Notes are unsecured senior obligations of the Company and will mature on
April 15, 2030. The Notes bear interest at a rate of 5.250% per annum. Interest
on the Notes will be payable semiannually to holders of record at the close of
business on April 1 or October 1 immediately preceding the interest payment date
on April 15 and October 15 of each year, commencing April 15, 2022.
The following is a brief description of the terms of the Notes and the
Indenture. The description of the Indenture is qualified in its entirety by
reference to the full and complete terms of the Indenture which is attached
hereto as Exhibit 4.1 and is incorporated herein by reference. As used herein,
the term "Existing Notes" refers to the Company's 4.875% Senior Notes due 2023,
9.375% Senior Notes due 2027, 5.75% Senior Notes due 2029, 0.25% Exchangeable
Senior Notes due 2026 and 7.625% Senior Secured Second Lien Notes due 2025, and
the term "Existing Unsecured Notes" refers to the Company's 4.875% Senior Notes
due 2023, 9.375% Senior Notes due 2027 and 5.75% Senior Notes due 2029.
Ranking
The Notes and the guarantees are the Company's, the Co-Issuer's and the Note
Guarantors' senior unsecured obligations and:
•rank senior in right of payment to the Issuers' and the Note Guarantors' future
debt and other obligations that are, by their terms, expressly subordinated in
right of payment to the Notes;
•rank equally in right of payment with all of the Issuers' and the Note
Guarantors' existing and future senior debt, including the Existing Notes and
the senior secured credit facilities (as defined below), and other obligations
that are not, by their terms, expressly subordinated in right of payment to the
Notes; and
•are effectively subordinated to all of the Issuers' and the Note Guarantors'
existing and future secured debt, including the Company's and the Note
Guarantors' obligations under the revolving credit facility and the senior
secured term loan A facility (collectively, the "senior secured credit
facilities"), to the extent of the value of the assets securing such debt.
The guarantees by Holdings are Holdings' unsecured senior subordinated
obligations, are equal in right of payment to all existing and future
subordinated indebtedness of Holdings, including its obligations under the
Existing Notes, and are junior in right of payment to all existing and future
senior indebtedness of Holdings. In addition, the Notes are structurally
subordinated to all of the existing and future liabilities and obligations
(including trade payables, but excluding intercompany liabilities) of each of
the Company's non-guarantor subsidiaries.
Guarantees

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The Notes are jointly and severally guaranteed by each of the Company's existing
and future U.S. subsidiaries that is a guarantor under its senior secured credit
facilities or that guarantees certain other indebtedness in the future (other
than the Co-Issuer), subject to certain exceptions (the "Note Guarantors"), and
by Holdings on an unsecured senior subordinated basis.
Optional Redemption
On or after April 15, 2025, during the 12-month period commencing on April 15 of
the years set forth below, the Issuers may redeem all or a portion of the Notes
at the following redemption prices, plus accrued and unpaid interest, if any,
to, but excluding, the applicable redemption date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date).
                     Year                   Redemption price
                     2025                               102.625%
                     2026                               101.313%
                     2027 and thereafter                100.000%


In addition, prior to April 15, 2025, the Issuers may redeem the Notes at their
option, in whole or in part, at a redemption price equal to 100% of the
principal amount of such Notes redeemed plus a "make-whole" premium as of, and
accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
Notwithstanding the foregoing, at any time and from time to time on or prior to
April 15, 2025, the Issuers may redeem in the aggregate up to 40% of the
original aggregate principal amount of the Notes (calculated after giving effect
to any issuance of additional Notes) with the net cash proceeds of one or more
equity offerings (1) by the Company or (2) by any direct or indirect parent of
the Company, in each case to the extent the net cash proceeds thereof are
contributed to the common equity capital of the Company or used to purchase
capital stock (other than disqualified stock) of the Company from it, at a
redemption price (expressed as a percentage of the principal amount thereof) of
105.250%, plus accrued and unpaid interest to, but excluding, the applicable
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided, however, that at least 50% of the original aggregate principal amount
of the Notes (calculated after giving effect to any issuance of additional
Notes) remains outstanding after each such redemption; provided, further, that
such redemption shall occur within 120 days after the date on which any such
equity offering is consummated upon not less than 15 nor more than 60 days'
notice mailed (or electronically transmitted) to each holder of Notes being
redeemed and otherwise in accordance with the procedures set forth in the
Indenture. Any such redemption or notice may, at the Issuers' discretion, be
subject to one or more conditions precedent, including completion of an equity
offering or other corporate transaction.
Change of Control
Upon the occurrence of a Change of Control, as defined in the Indenture, the
Issuers must offer to repurchase the Notes at 101% of the applicable principal
amount, plus accrued and unpaid interest, if any, to, but excluding, the
repurchase date.
Covenants
The Indenture contains various covenants that limit the Company and its
restricted subsidiaries' ability to take certain actions, which covenants are
subject to a number of important exceptions and qualification. In addition, for
so long as the Notes have an investment grade rating from both Standard & Poor's
Ratings Services and Moody's Investors Service, Inc. and no default has occurred
and is continuing under the Indenture, the Company and its restricted
subsidiaries will not be subject to certain of such covenants. These covenants
include limitations on the Company's and its restricted subsidiaries' ability to
(a) incur or guarantee additional indebtedness, or issue disqualified stock or
preferred stock, (b) pay dividends or make distributions to its stockholders,
(c) repurchase or redeem capital stock, (d) make investments or acquisitions,
(e) incur restrictions on the ability of certain of its subsidiaries to pay
dividends or to make other payments to the Company, (f) enter into transactions
with affiliates, (g) create liens, (h) merge or consolidate with other companies
or transfer all or substantially all of its assets, (i) transfer or sell assets,
including capital stock of subsidiaries and (j) prepay, redeem or repurchase
debt that is subordinated in right of payment to the Notes.
Events of Default
The Indenture also provides for events of default which, if any of them occurs,
would permit or require the principal of and accrued interest on the Notes to
. . .


Item 2.03.           Creation of a Direct Financial Obligation or an

Obligation under an


                     Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.




                          Item 8.01.     Other Events.


On January 5, 2022, the Company issued notices of redemption with respect to all
of its $550 million aggregate principal amount of outstanding 9.375% Senior
Notes due 2027 and $550 million aggregate principal amount of outstanding 7.625%
Senior Secured Second Lien Notes due 2025. On or about February 4, 2022, the
Company will redeem each of the 9.375% Senior Notes due 2027 and 7.625% Senior
Secured Second Lien Notes due 2025 at a redemption price of 100% plus the
applicable "make whole" premium (as determined pursuant to the indenture
governing the 9.375% Senior Notes due 2027 and the indenture governing the
7.625% Senior Secured Second Lien Notes due 2025, as applicable), together with
accrued and unpaid interest to, but excluding, the redemption date on both such
notes.
Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits


          Exhibit No.                                 Description
                                                      Indenture, dated as

of January 10, 2022, among Realogy Group LLC, as


                                                      Issuer, Realogy

Co-Issuer Corp., as Co-Issuer, Realogy Holdings Corp.,


          4.1                                         the Note Guarantors

(as defined therein) and The Bank of New York


                                                      Mellon Trust Company,

N.A., as Trustee, governing the 5.250% Senior


                                                      Notes due 2030.
          104                                         Cover Page

Interactive Data File (embedded within the Inline XBRL


                                                      document).

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