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Realogy Holdings Corp. Realogy Group

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Realogy Holdings Corp. Realogy Group ______________________________________________________________________________________________________ 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): January 23, 2017 _______________________________ 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) (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: 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)) ______________________________________________________________________________________________________ Entry into a Material Definitive Agreement. Item 1.01. 1. Fourth Amendment to Credit Agreement. On January 23, 2017, Realogy Group LLC (the “Company”), an indirect, wholly-owned subsidiary of Realogy Holdings Corp., 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., as administrative agent, and the other agents parties thereto. The Fourth Amendment reprices the $1.094 billion term loan issued under the Credit Agreement through a refinancing of the existing term loan with a new term loan (the “Repriced 2022 Term Loan”). The interest rate with respect to the Repriced 2022 Term Loan is based on, at the Company’s option, adjusted LIBOR plus 2.25% (with a floor of 0.75%) or ABR plus 1.25% (with an ABR floor of 1.75%). The maturity date for the Repriced 2022 Term Loan remains July 20, 2022, and all other material provisions under the Credit Agreement remain unchanged. The descriptions of the provisions of the Fourth Amendment are qualified in their entirety by reference to the full and complete terms of the Fourth Amendment which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. 2. Incremental Assumption Agreement under Credit Agreement. On January 23, 2017, the Company entered into an Incremental Assumption Agreement to the Credit Agreement pursuant to which the Company increased the borrowing capacity under its revolving credit facility to $1.050 billion from the existing $815 million. The description of the Incremental Assumption Agreement is qualified in its entirety by reference to the full and complete terms of the Incremental Assumption Agreement which is attached hereto as Exhibit 10.2 and is incorporated herein by 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. Creation of a Direct Financial Obligation or an Obligation under an Off-Shore Balance Sheet Item 2.03. 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 Exhibit No. Description 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 HOLDINGS CORP. By: /s/ Anthony E. Hull Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer Date: January 23, 2017 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 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. FOURTH AMENDMENT FOURTH AMENDMENT, dated as of January 23, 2017 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; WHEREAS, the Borrower has requested that the outstanding Initial Term B Loans (as such definition is amended hereby) be refinanced with a new term facility (the “Amended Term Loan Facility”) in accordance with Section 10.08(e) of the Credit Agreement by obtaining Repriced 2022 Term Loan Commitments (as defined in Section 4 of this Amendment) and having existing Initial Term B Loans be continued as provided herein; WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and bookrunner for the Amended Term Loan Facility (in such capacity, the “Lead Arranger”), and Suntrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Credit Agricole Corporate and Investment Bank, BMO Capital Markets Corp., Barclays Bank PLC, Citizens Bank, N.A., Bank of America, N.A., the Bank of Nova Scotia, and Wells Fargo Bank, National Association are the joint lead arrangers and joint bookrunners for the Amended Term Loan Facility; WHEREAS, the loans under the Amended Term Loan Facility (the “Repriced 2022 Term Loans”) will replace and refinance the currently outstanding Initial Term B Loans; WHEREAS, except as otherwise provided herein, the Repriced 2022 Term Loans will have the same terms as the Initial Term B Loans currently outstanding under the Credit Agreement; WHEREAS, each existing Initial Term B Lender that executes and delivers a Lender Addendum (Cashless Roll) attached hereto (a “Lender Addendum (Cashless Roll)”) and in connection therewith agrees to continue all of its outstanding Initial Term B Loans as Repriced 2022 Term Loans (such continued Initial Term B Loans, the “Continued Term Loans”, and such Lenders, collectively, the “Continuing Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) agree to continue all of its existing Initial Term B Loans (such existing Initial Term B Loans, the “Existing Term Loans”, and the Lenders of such Existing Term Loans, collectively, the “Existing Term Lenders”) outstanding on the Fourth Amendment Effective Date (as defined below) as Repriced 2022 Term Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Fourth Amendment Effective Date); WHEREAS, subject to the preceding recitals, each Person (other than a Continuing Term Lender in its capacity as such) that executes and delivers a Lender Addendum (Additional Term Lender) attached hereto (a “Lender Addendum (Additional Term Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”)) and agrees in connection
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