SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ZIPREALTY, INC.

(Name of Subject Company — Issuer)

HONEYCOMB ACQUISITION, INC.

REALOGY GROUP LLC

(Names of Filing Persons — Offerors)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

98974V107

(CUSIP Number of Class of Securities)

Marilyn J. Wasser

Executive Vice President and

General Counsel

Realogy Group LLC

175 Park Avenue

Madison, NJ 07940

(973) 407-5370

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Barbara L. Becker

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-4035

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable*	Not applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.
Form or Registration No.:	Not applicable.
Filing Party:	Not applicable.
Date Filed:	Not applicable.

x  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

x  third party tender offer subject to Rule 14d-l

¨  issuer tender offer subject to Rule 13e-4

¨  going-private transaction subject to Rule 13e-3

¨  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock of ZipRealty, Inc. (“ZipRealty”) by Honeycomb Acquisition, Inc. (“Purchaser”), a wholly-owned indirect subsidiary of Realogy Group LLC (“Realogy”), pursuant to an Agreement and Plan of Merger, dated as of July 15, 2014, by and among ZipRealty, Realogy and Purchaser (the “Offer”). Realogy is a wholly-owned indirect subsidiary of Realogy Holdings Corp.

The Offer has not yet commenced, and this Schedule TO-C is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of ZipRealty or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Realogy and Purchaser, and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by ZipRealty. The offer to purchase shares of ZipRealty common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.

Exhibit Index
99.1	Investor Script of July 15, 2014 Realogy Investor call
99.2	Investor Presentation of July 15, 2014 Realogy Investor call

EX-99.1

Exhibit 99.1

Realogy 1

Information About Forward-Looking Statements

This communication contains forward-looking statements. These forward-looking statements reflect the views of Realogy Holdings Corp.’s management regarding current expectations and projections about future events and the ability of Realogy Holdings Corp. to complete the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement, and are based on currently available information. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The proposed transaction has not closed, and the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the possibility that expected benefits and synergies of the transaction may not be achieved in a timely manner or at all; revenues following the transaction may be lower than expected; disruption from the transaction may adversely affect ZipRealty’s relationships with its customers, business partners, employees or independent sales associates; the conditions to the completion of the transaction may not be satisfied in a timely manner or at all; and the other factors described in Realogy Holdings Corp.’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed with the Securities and Exchange Commission. Unless required by law, Realogy Holdings Corp. undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of ZipRealty, Inc. or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”) by Realogy Group LLC and Honeycomb Acquisition, Inc., an indirect wholly-owned subsidiary of Realogy Group LLC, and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by ZipRealty. The offer to purchase shares of ZipRealty common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.

[TITLE SLIDE]

OPERATOR: Good afternoon and welcome to the Realogy Holdings Corporation conference call via webcast. Today’s call is being recorded and a written transcript will be made available in the Investor Information section of the Company’s website later today and in a filing with the Securities and Exchange Commission. At this time, I would like to turn the conference over to Realogy Senior Vice President Alicia Swift. Please go ahead, Alicia.

Realogy 2

[SLIDE 1]

ALICIA:

Thank you,                     . Welcome to the Realogy conference call to discuss today’s announcement about our agreement to acquire ZipRealty, Inc. On the call with me today are Realogy’s Chairman, CEO and President, Richard Smith, and Chief Financial Officer, Tony Hull. In addition, Lanny Baker, ZipRealty’s president and CEO, also is on the call, and he will be available to answer questions.

Starting with SLIDE 1, Realogy will be making statements about its future results and other forward-looking statements during this call. Statements about future results made during the call constitute forward-looking statements. These statements are based on current expectations and the current economic environment. Forward-looking statements and projections are inherently subject to significant economic, competitive and other uncertainties and contingencies, many of which are beyond the control of management. The Company cautions that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. For a list of factors that could cause Realogy’s actual results to differ materially from those described in the forward-looking statements, please refer to Realogy’s Form 10-K for the year ended December 31, 2013 and its Form 10-Q for the first quarter 2014. In addition, the tender offer to be described in today’s presentation has not yet commenced, and we are not making any offer to purchase, or solicitation of an offer to sell, any shares of the common stock of ZipRealty or any other securities. When the offer is commenced, relevant materials relating to the offer will be filed with the Securities and Exchange Commission, and we urge you to read such materials when they become available.

A copy of Realogy’s press release, together with any accompanying slides, is available in the Investor section of the Realogy.com website.

Please note that Realogy will be releasing Q2 results on August 4th, and we will not be answering any questions related to Q2 on this call.

Now I will turn the call over to our Chief Financial Officer, Tony Hull.

Realogy 3

HULL:

Thank you for joining us this afternoon. We are excited to tell you about the ZipRealty acquisition we announced earlier today. I will discuss the transaction and its expected impact on our results and then turn the call over to Richard, who will discuss the strategic nature of the acquisition and its expected positive impact on Realogy’s company-owned, franchise, and title business segments.

[SLIDE 2]

The aggregate value for the acquisition is about $166 million, based upon an agreed purchase price of $6.75 per share of ZipRealty, which consists of $147 million to purchase ZipRealty’s outstanding shares and $19 million to satisfy outstanding ZipRealty option exercises. The transaction will be effected through a cash tender offer that we have agreed to commence within the next five business days and which is expected to close in the third quarter, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearance. The ZipRealty Board of Directors has unanimously approved and will recommend the transaction to its shareholders.

While ZipRealty’s real estate brokerage and its technology platform are inextricably linked in both how they operate and how they should be valued, we generally think of the purchase price in three components. First, $100 to $120 million for ZipRealty’s brokerage operation, which is a 5x-6x multiple of the $20 million in EBITDA we expect this operation to earn annually within the next three years. Second, ZipRealty has significant NOLs which we believe have a present value to us of up to $21 million. And third, approximately $25 to $45 million which we are investing in a strategic technology platform that we will roll out to our franchisees to make them and their affiliated agents more productive.

Thus, for an amount in the range of what we would have otherwise spent on similar technology development across the company over a two- to three-year time frame, this acquisition will accelerate our pace of productive technology implementation, and we will do so with the benefit of a proven technology solution.

While deleveraging our balance sheet remains a very high priority, this unique transaction represents our opportunistic approach to enhancing shareholder value. We expect this investment to drive incremental revenue and profitability. In addition, there are significant synergies in the acquired brokerage operations, and we believe that the upfront investment and approximately $8 to $10 million in estimated ongoing annual costs associated with the enhanced technology made available to our franchisees will be more than offset by their increased productivity over time.

Realogy 4

Now I will turn the call over to Richard Smith.

SMITH:

Thank you, Tony. We are excited about the growth potential that the acquisition of ZipRealty will mean for Realogy, and we look forward to working with their team.

[SLIDE 3]

This acquisition represents a unique opportunity for our company. ZipRealty is a leading technology-based national real estate brokerage that utilizes innovative technology and comprehensive online marketing, linked to an intelligent customer relationship management system to serve its customers and drive its business. Importantly, ZipRealty recently unveiled its “private label” solution for brokerages seeking to digitize their business. This new product offering, which is based on ZipRealty’s proven and time-tested brokerage and lead management system, makes this an opportune time to capture the current and future value of this technology asset and product team for the exclusive benefit of our franchisees and company-owned operations going forward.

We believe ZipRealty is a great fit for our business on two fronts — residential brokerage operations and an integrated technology platform. In a single transaction, we are gaining ZipRealty’s residential real estate brokerage operations in 23 offices across the United States — six of which are new market entries for NRT — and, most importantly, we are acquiring ZipRealty’s leading-edge real estate technology platform, which we expect to leverage across all of our brands and company-owned offices. Put simply, ZipRealty has a terrific technology product, and we have the largest distribution network, which makes for a perfect marriage. We fully expect that this acquisition will strengthen the competitive advantages of our Realogy brands by ensuring they are equipped with a productivity platform that will not only drive more customers their way but that will provide those customers with more personalized service to strengthen relationships and convert more home shoppers into home owners.

Realogy 5

[SLIDE 4]

ZipRealty’s scalable technology platform makes this far more impactful than a typical brokerage acquisition. It was designed from a broker’s perspective, with real-time feedback from thousands of agents in the field. The platform offers a fully integrated end-to-end solution for developing web-based leads and then managing the lead to a closed transaction.

The technology platform is based upon years of investment and field research. It is a turn-key, fully-integrated technology solution that satisfies virtually every requirement a broker or sales associate may have to develop and manage web-based homebuyer leads, or to serve clients in their sphere of influence in a highly responsive and efficient way. The platform uses both proprietary and third-party technology, and it offers a comprehensive suite of tools, including an intelligent CRM system that is fully integrated with both web-based and mobile applications, a transaction management program, email, training, comprehensive website support and service, lead management, agent recruiting and broker business reporting tools to name just a few. It draws relevant real estate data in a timely fashion directly from the most complete and authoritative MLS sources and surrounds that with other valuable sources, including the informed comments of local agents who are connected to the system.

What is most important is that the platform is as close to plug-and-play as you can get in our industry. It is the one-stop solution for agent and broker technology, which in our view, is not otherwise available. It would have taken us several years to build a comparable end-to-end solution, not to mention making a significant investment.

NRT has been field-testing the ZipRealty platform in four separate locations for approximately a year, in parallel with the e-agent lead management strategy that we discussed at our investor day. We also have a larger number of our franchisees who have tested the platform in their markets. The results of those tests give us a high degree of confidence in the effectiveness of the technology. Once we became aware of ZipRealty’s private label solution, we realized the potential this solution could have within our franchise networks.

[SLIDE 5]

By enabling Realogy’s affiliated brokers to deploy ZipRealty’s integrated, end-to-end technology offerings to their approximately 170,000 independent agents in the United States, our expectation is that those agents will capture more business while simultaneously enhancing the transaction experience for consumers. When implemented locally by our franchisees, the private-label technology has the power to increase broker and agent productivity, agent recruiting, and broker and agent retention.

Realogy 6

[SLIDE 6]

This acquisition is also an acceleration of our strategic efforts to provide more Internet leads to the sales associates in our company-owned operations and facilitate a higher conversion rate. We believe that the unique ZipRealty lead generation and management process can be expanded as a product to virtually all of the NRT-owned operations. NRT will add 1,800 independent sales professionals across 23 offices in the U.S. ZipRealty has offices in 17 locations that will be welcomed into existing NRT Coldwell Banker operations, and its agents will continue to leverage the ZipRealty system while benefiting from the considerable support and tools of the full NRT value proposition. In its remaining 6 locations outside of NRT’s existing Coldwell Banker footprint, NRT will continue to operate ZipRealty offices on a standalone basis. The new ZipRealty locations for NRT are in Seattle, Portland, Houston, Austin, Las Vegas and Richmond.

[SLIDE 7]

In closing, we believe the acquisition of ZipRealty represents a unique opportunity to make a strategic investment in the growth of our company. With this single transaction, we significantly bolster our real estate network, capture synergies across our operations and have the opportunity to scale leading-edge technology across our enterprise. We firmly believe that this will create significant value for our brokers, our agents and our shareholders.

We will now be pleased to take your questions.

EX-99.2

July 15, 2014

July 15, 2014

Exhibit 99.2

Disclaimer

1

Information About Forward-Looking Statements

This communication contains forward-looking statements. These forward-looking statements reflect the views of Realogy Holdings Corp.'s

management regarding current expectations and projections about future events and the ability of Realogy Holdings Corp.'s to complete the

transactions

contemplated

by

the

merger

agreement,

including

the

parties’

ability

to

satisfy

the

conditions

to

the

consummation

of

the tender

offer and the other conditions set forth in the merger agreement, and are based on currently available information. These forward-looking

statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict;

therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions

of future

goals

and

similar

expressions

including,

“may,”

“will,”

“should,”

“could,”

“expects,”

“plans,”

“anticipates,”

“intends,”

“believes,”

“estimates,”

“predicts,”

“potential,”

“targets,”

or

“continue,”

reflecting

something

other

than

historical

fact

are

intended

to

identify

forward-looking

statements. The proposed transaction has not closed, and the following factors, among others, could cause actual results to differ materially

from those described in the forward-looking statements: the possibility that expected benefits and synergies of the transaction may not be

achieved in a timely manner or at all; revenues following the transaction may be lower than expected; disruption from the transaction may

adversely

affect

ZipRealty‘s

relationships

with

its

customers,

business

partners,

employees

or

independent

sales

associates;

the

conditions to

the completion of the transaction may not be satisfied in a timely manner or at all; and the other factors described in Realogy Holdings Corp.'s

most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed with the Securities and Exchange Commission. Unless

required

by

law,

Realogy

Holdings

Corp.

undertakes

no

obligation

to

update

publicly

any

forward-looking

statements,

whether

as

a result of

new information, future events or otherwise.

Additional Information

The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase

nor a solicitation of an offer to sell any shares of the common stock of ZipRealty or any other securities. On the commencement date of the

Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with

the United States Securities and Exchange Commission (the “SEC”) by Realogy Group LLC and Honeycomb Acquisition, Inc.,  an indirect

wholly-owned subsidiary of Realogy Group LLC, and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC

by ZipRealty. The offer to purchase shares of ZipRealty common stock will only be made pursuant to the offer to purchase, the letter of

transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ

BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS

THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION.

Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the

SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be

named in the tender offer statement.

Transaction Overview

2

Acquisition of ZipRealty, Inc. (NASDAQ: ZIPR), a multi-market real estate brokerage and

provider of real estate services software solutions

Summary of

Transaction

Key

Benefits

Consideration/

Financial Impact

Timing

Acquisition of established, highly productive technology-based national real estate

broker platform

Leading-edge, scalable, integrated technology platform that will allow affiliated brokers

and sales associates to be more productive and better serve our customers

Reinforces our continued focus on our brands, affiliated sales associates

and their customers

With anticipated synergies and growth, ZipRealty’s owned

brokerage operations could contribute $20 million EBITDA

annually within the next three years

Federal NOLs that could provide up to $21 million present value

Acquiring 100% of the outstanding shares of ZipRealty in an all-cash transaction valued at

approximately $166 million, including funds required to satisfy outstanding, vested

options

Maintain robust balance sheet and strong liquidity, with continued focus on deleveraging

Cash tender offer to launch within five days with the unanimous support of ZipRealty’s

Board of Directors

Expected

to

close

in

the

3

Quarter,

subject

to

the

satisfaction

of

customary

closing

conditions

$mm

Value

Breakdown

Brokerage

$100 - $120

(5x - 6x)

NOLs

$21

Tech Platform

$45 - $25

Purchase Price

$166

rd

ZipRealty Overview

3

Owned and operated

residential brokerage

23 offices with presence in

attractive markets that

complement Realogy’s

footprint

~1,800 connected, high-

performing sales associates

Brokerage Platform

Digital brokerage solution

spanning the entire real

estate transaction lifecycle

Intelligent end-to-end support

for consumers, sales

associates and brokers

Empowers sales associates

and brokerages to most

effectively manage and grow

production

Integrated

Technology Platform

Integrated technology enhances

consumer and agent experience,

leading to improved productivity,

market share and retention

Integrated Technology Platform

4

Software and Web Platform Provides Broker with Comprehensive End-to-End Transaction System

to Drive Customer Satisfaction and Increase Productivity and Retention

Personalized

experience linked

to a local agent

Full web –

mobile

app integration

Complete,

accurate and

timely third party

info

Consumer Tools

Automated

marketing

Algorithmic lead

scoring

Prescriptive follow

up

Intelligent

prospecting

Zap Technology

Fully connected

and transparent

Anticipatory

service

Superior results: 

enhanced

productivity and

retention of top-

producing sales

associates

Sales Associates

Industry-leading

agent and broker

software

End-to-end

visibility of

brokerage

operation

Effective

management of

leads as assets

Brokerage Tools

Mobile App rating: 4.5/5.0 with 2.8 million users

24 million web visitors in 2013 and 680,000 new customer registrations

Leveraging Technology to Enhance the Consumer,

Broker and Agent Experience

5

ZipRealty’s technology platform can be seamlessly integrated to enhance Realogy’s existing

infrastructure, accelerating strategic efforts to facilitate the conversion of web-based leads 

into closed sales

End-to-end technology will allow Realogy’s sales associates and franchisees to be more

productive and efficient, increase recruiting and retention, and better serve our customers

Increases the value proposition of our franchise systems to existing and potential

franchisees, and sales associates

Realogy is already using and seeing the benefits of the technology within some of its brands

Realogy is uniquely situated to take advantage of this technology given the breadth of its

owned operations and franchise brands, with a potential user base of 170,000 U.S.-based

sales associates and ~3,000 franchisees

Brokerage Platform

6

23 offices in attractive major markets

~1,800 sales associates

9,730 closed transactions in 2013

Average home sale price 140% above U.S. median

$2.7 billion in closed 2013 sales volume

Represented majority of ZipRealty’s $76 million of

revenue and $32 million of gross profit for the year

end December 31, 2013

Engaged ZipRealty sales associates 50%+ more

productive than industry median

Key Statistics

Brokerage operation will contribute meaningful

earnings at an attractive valuation

Enhances penetration of markets in which Realogy

has an existing presence

Strong office and shared service synergy

opportunities

Anticipated ~$20 million of EBITDA contribution

annually in the next 3 years

Benefits and Synergies

ZipRealty’s Brokerage Platform Complements Realogy’s Existing Owned and Operated NRT Footprint

ZipRealty’s Owned-Brokerage

Presence

Realogy’s NRT Owned Brokerage

Presence

Offices in overlapping

locations (17) to be

integrated with existing

NRT offices and offices

in new locations (6) will

be operated by NRT

—

Includes revenue opportunities across other

business segments (e.g. TRG, PHHHL JV)

Key Takeaways –

Enhancing the Platform for

Continued Future Growth

7

Acquisition of established, highly productive technology-based national real estate broker

platform

With anticipated synergies and growth, ZipRealty’s owned brokerage operations could contribute

$20 million EBITDA annually within the next three years

Federal NOLs that could provide up to $21 million present value to Realogy

Balance sheet and liquidity remain strong, with continued focus on deleveraging

Reinforces our continued focus on our brands, affiliated franchisees, sales associates and their

customers

Better serving our customers

Enhanced productivity and retention

Scalable technology platform that will enhance sales associates’ experience