8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 16, 2013

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Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

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

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Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-179896	20-4381990
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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One Campus Drive

Parsippany, NJ 07054

(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)

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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))

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Item 1.02.Termination of a Material Definitive Agreement

On April 16, 2013, Realogy Group LLC (formerly known as Realogy Corporation) (“Realogy Group”) redeemed the remaining $190 million aggregate principal amount of outstanding 12.375% Senior Subordinated Notes due 2015 (the “12.375% Senior Subordinated Notes”) in accordance with the terms and provisions of the indenture governing the 12.375% Senior Subordinated Notes, dated as of April 10, 2007 (as supplemented, the "12.375% Senior Subordinated Notes Indenture"), among Realogy Group, Realogy Holdings Corp., (the “Company”), the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A. as trustee (the "Trustee"), at a redemption price of 100.000%. In connection with the redemption of the 12.375% Senior Subordinated Notes, Realogy Group paid total consideration of approximately $190 million, which included accrued and unpaid interest. Immediately following such redemption, Realogy Group cancelled the 12.375% Senior Subordinated Notes and discharged the 12.375% Senior Subordinated Notes Indenture in accordance with its terms.

On April 16, 2013, Realogy Group also redeemed the remaining $10 million aggregate principal amount of outstanding 13.375% Senior Subordinated Notes due 2018 (the “13.375% Senior Subordinated Notes”) in accordance with the terms and provisions of the indenture governing the 13.375% Senior Subordinated Notes, dated as of January 5, 2011 (as supplemented, the "13.375% Senior Subordinated Notes Indenture"), among Realogy Group, the Company, the subsidiary guarantors party thereto, and the Trustee, at a redemption price of 106.688%. In connection with the redemption of the 13.375% Senior Subordinated Notes, Realogy Group paid total consideration of approximately $11 million, which included the applicable premium and accrued and unpaid interest. Immediately following such redemption, Realogy Group cancelled the 13.375% Senior Subordinated Notes and discharged the 13.375% Senior Subordinated Notes Indenture in accordance with its terms.

The 12.375% Senior Subordinated Notes and the 13.375% Senior Subordinated Notes were redeemed using substantially all of the remaining net proceeds from the Company's October 2012 initial public offering.

Item 8.01.Other Events.

On April 16, 2013, the Company announced the closing of its previously announced public offering of 40.25 million shares of its common stock by certain funds affiliated with Apollo Global Management, LLC ("Apollo") at $44.00 per share, which included 5.25 million shares of common stock issued upon the exercise in full of the underwriters' option to purchase additional shares. Giving effect to this transaction, funds affiliated with Apollo will continue to hold approximately 25.2 million shares of Realogy Holdings' common stock, representing approximately 17% of shares of common stock outstanding. A copy of the press release announcing the closing of the public offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit    Description    

99.1 Press Release issued April 16, 2013.

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
	Name: Anthony E. Hull
	Title: Executive Vice President, Chief Financial Officer and Treasurer

Date: April 16, 2013

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
	Name: Anthony E. Hull
	Title: Executive Vice President, Chief Financial Officer and Treasurer

Date: April 16, 2013

Exhibit Index

Exhibit    Description    

99.1 Press Release issued April 16, 2013.

EX-99.1

Exhibit 99.1

REALOGY ANNOUNCES CLOSING OF SECONDARY COMMON STOCK OFFERING; UNDERWRITERS' OPTION EXERCISED IN FULL

PARSIPPANY, NJ - April 16, 2013 -- Realogy Holdings Corp. (NYSE: RLGY) ("Realogy") today announced the closing of its previously announced public offering of 40.25 million shares of its common stock by certain funds affiliated with Apollo Global Management, LLC (NYSE: APO) ("Apollo") at $44.00 per share, which included 5.25 million shares of common stock issued upon the exercise in full of the underwriters' option to purchase additional shares. Giving effect to this transaction, funds affiliated with Apollo will continue to hold approximately 25.2 million shares of Realogy's common stock, representing approximately 17% of shares of common stock outstanding.

Goldman, Sachs & Co., J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running managers and Goldman, Sachs & Co. and J.P. Morgan Securities LLC served as representatives of the underwriters. Credit Agricole Securities (USA) Inc., Wells Fargo Securities, LLC, CRT Capital Group LLC and Apollo Global Securities, LLC acted as co-managers. The offering of shares may be made only by means of a written prospectus and related prospectus supplement forming a part of the automatically effective registration statement filed by Realogy with the Securities and Exchange Commission. Copies of the prospectus and prospectus supplement relating to this offering may be obtained from Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by calling toll-free 866-471-2526, by faxing a request to 212-902-9316 or by emailing a request to prospectus-ny@ny.email.gs.com or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, New York 11717 or by calling toll-free 866-803-9204.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is a global leader in residential real estate franchising with company-owned residential real estate brokerage operations doing business under its franchise systems as well as relocation and title and settlement services. Realogy's 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 system members operate approximately 13,600 offices with 238,900 independent sales associates doing business in 102 countries around the world. Realogy is headquartered in Parsippany, N.J.

Investor Contacts:                         Media Contact:     

Alicia Swift                             Mark Panus

(973) 407-4669                             (973) 407-7215

alicia.swift@realogy.com mark.panus@realogy.com

Jennifer Pepper

(973) 407-7487

jennifer.pepper@realogy.com

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