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 17, 2021 (September 16, 2021)

_______________________________

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.)

_______________________________

Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

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

_______________________________

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:

☐	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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications 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 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 8.01. Other Events.

On September 16, 2021, Realogy Group LLC (“Realogy Group”), an indirect, wholly-owned subsidiary of Realogy Holdings Corp., used cash on hand to:

•repay approximately $197 million in principal amount of outstanding borrowings under its term loan A credit facility, representing all of the remaining non-extended term loans due 2023 under such facility, and

•repay approximately $238 million in principal amount of outstanding borrowings under its term loan B credit facility, representing all of the remaining term loans due 2025 under such facility.

The term loan A credit facility is part of the Term Loan Agreement dated as of October 23, 2015, as amended from time to time, which also governs Realogy Group’s extended term A loans due 2025, subject to earlier springing maturity in 2023 upon the occurrence of certain events (the "Term Loan A Agreement"). The Term Loan A Agreement has not been terminated.

The term loan B credit facility was part of the Amended and Restated Credit Agreement dated as of March 5, 2013, as amended from time to time, which also governs Realogy Group’s revolving credit facility (the "Senior Secured Credit Agreement"). The Senior Secured Credit Agreement has not been terminated.

A copy of the press release announcing these repayments is filed herewith as Exhibit 99.1.

Item 9.01.			Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit No.			Description
	99.1			Press Release issued September 17, 2021.
	104			Cover Page Interactive Data File (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/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: September 17, 2021

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/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: September 17, 2021

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued September 17, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-99.1

Exhibit 99.1

Realogy Continues Deleveraging with Term Loan Repayments

MADISON, N.J. (September 17, 2021) — Realogy Holdings Corp. (NYSE: RLGY), the leading and most integrated provider of U.S. residential real estate services in the United States, today announced that it has repaid an aggregate of $435 million of outstanding borrowings under its term loan facilities as of September 16, 2021. The debt repayment was funded with cash on hand.

The repayments satisfy in full the $197 million principal amount of outstanding borrowings under its non-extended Term Loan A facility due February 2023 and the $238 million principal amount of outstanding borrowings under its Term Loan B facility due February 2025. The company expects to realize approximately $10 millionin cash interest expense savings annually as a result of these repayments. The company also continues to have no outstanding balance on its revolving credit facility since October 2020.

“Realogy has delivered outstanding financial performance while maintaining a proactive focus on strengthening our balance sheet. The repayment of these near-term secured loans improves our liquidity profile and supports our continued efforts to manage our debt portfolio,” said Charlotte Simonelli, CFO and Treasurer of Realogy. “We have made tremendous progress to date and remain committed to continuing to deleverage, strengthen our balance sheet, and strategically invest in our business for the future.”

About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is moving the real estate industry to what’s next. As the leading and most integrated provider of U.S. residential real estate services encompassing franchise, brokerage, relocation, and title and settlement businesses as well as a mortgage joint venture, Realogy supported approximately 1.4 million home transactions in 2020. The company’s diverse brand portfolio includes some of the most recognized names in real estate:Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, and Sotheby's International Realty®. Using innovative technology, data and marketing products, high-quality lead generation programs, and best-in-class learning and support services, Realogy fuels the productivity of its approximately 194,200 independent sales agents in the U.S. and approximately 142,700 independent sales agents in 117 other countries and territories, helping them build stronger businesses and best serve today’s consumers. Recognized for ten consecutive years as one of the World’s Most Ethical Companies, Realogy has also been designated a Great Place to Work three years in a row and is one of LinkedIn’s 2021 Top Companies in the U.S.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Holdings Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.

Various factors that could cause actual future results and other future events to differ materially from those in forward-looking statements include but are not limited to those set forth under the headings “Forward-Looking Statements” and “Risk Factors” in Realogy’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 and its other filings made from time to time. Realogy undertakes no obligation to release publicly any revisions to any forward-looking statements, except as required by law.

###

Investor Contacts:	Media Contacts:
Alicia Swift	Trey Sarten
(973) 407-4669	(973) 407-2162
alicia.swift@realogy.com	trey.sarten@realogy.com
Danielle Kloeblen	Gabriella Chiera
(973) 407-2148	(973) 407-5236
danielle.kloeblen@realogy.com	gabriella.chiera@realogy.com

XML

Cover Page and DEI	Sep. 17, 2021	Nov. 07, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 17, 2021
Entity Registrant Name	Realogy Holdings Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35674
Entity Tax Identification Number	20-8050955
Entity Address, Address Line One	175 Park Avenue
Entity Address, City or Town	Madison
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07940
City Area Code	973
Local Phone Number	407-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RLGY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag		false
Entity Central Index Key		0001398987
Realogy Group LLC [Member]
Entity Information [Line Items]
Entity Registrant Name	Realogy Group LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	333-148153
Entity Tax Identification Number	20-4381990
Entity Central Index Key		0001355001